No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrower, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, to the extent it deemed appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.
Appears in 5 contracts
Sources: Revolving Credit and Guaranty Agreement (Cit Group Inc), Revolving Credit and Guaranty Agreement (Cit Group Inc), Revolving Credit and Guaranty Agreement (Cit Group Inc)
No Fiduciary Duty. The Administrative Collateral Agent, each LenderSecured Party, each Arranger, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersFIG Parties”), may have economic interests that conflict with those of Borrowerthe Issuer and the Guarantors, its stockholders their other equityholders and/or its their Affiliates. Borrower The Issuer and each Guarantor agrees that nothing in the Credit Note Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentFIG Party, on the one hand, and Borrowerthe Issuer or such Guarantor, its stockholders equityholders or its Affiliates, on the other handother. The Credit Parties acknowledge Issuer and agree each Guarantor acknowledges and agrees on its own behalf and on behalf of its subsidiaries that (i) the transactions contemplated by the Credit Note Documents (including the exercise of rights and remedies hereunder and thereunderunder the other Note Documents) are arm’s-length commercial transactions between the Lenders and the Administrative AgentFIG Parties, on the one hand, and Borrowerthe Issuer and/or Guarantors, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent FIG Party has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Issuer or any Guarantor, its stockholders equityholders, it subsidiaries or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender FIG Party has advised, is currently advising or will advise Borrowerthe Issuer or any Guarantor, its stockholders equityholders, subsidiaries or its Affiliates on other matters) or any other obligation to Borrower except, the Issuer or any Guarantor except the obligations expressly set forth in the Credit Note Documents and (y) each Lender FIG Party is acting solely as principal, principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors the Issuer or any other Person. Borrower acknowledges Guarantor on its own behalf and agrees on behalf of its subsidiaries that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Issuer or each Guarantor agrees that neither it nor will not any of its subsidiaries claim that any Lender the Collateral Agent or the Administrative Agent FIG Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Issuer or such Guarantor or any of their subsidiaries, in connection with such transaction or the process leading thereto.
Appears in 5 contracts
Sources: Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.), Senior Secured Convertible Note Purchase and Guarantee Agreement (Airspan Networks Holdings Inc.)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectively, solely for purposes of transaction contemplated by this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one handArrangers, the Issuing Banks and Borrowerthe Lenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, the Arrangers, the Issuing Banks or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent, the Arrangers, the Issuing Banks and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent, the Arrangers, the Issuing Banks and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim assert any claims that any Lender or Loan Party may have against the Administrative Agent has rendered advisory services Agent, the Arrangers, the Issuing Banks or any Lender based on any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 5 contracts
Sources: Credit Agreement (Select Medical Holdings Corp), Credit Agreement (Concentra Group Holdings Parent, Inc.), Credit Agreement (Select Medical Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”), may have economic interests that conflict with those of the Borrower and its Subsidiaries and their stockholders and/or their affiliates. The Borrower, for itself and on behalf of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or its Subsidiaries, its their stockholders or its Affiliatestheir affiliates, on the other handother. The Credit Parties acknowledge Borrower, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or its Subsidiaries, its their stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise BorrowerBorrower or its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to the Borrower except, or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. Borrower The Borrower, for itself and its Subsidiaries, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, for itself and its Subsidiaries, agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Borrower or Subsidiary, in connection with such transaction or the process leading thereto.
Appears in 5 contracts
Sources: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Junior Secured Debtor in Possession Credit Agreement (Halcon Resources Corp), Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
No Fiduciary Duty. The Administrative Senior Facility Agent, each Lender, each ArrangerSenior Issuing Bank, the L/C Issuer, Swing Line Lender and each Other Agent Senior Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.25, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders equity holders and/or its Affiliates. The Borrower agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders equity holders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders equity holders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Financing Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or its Affiliates, or its or their management, stockholdersstockholders (or other equity holders), creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 5 contracts
Sources: Common Terms Agreement (Sabine Pass Liquefaction, LLC), Common Terms Agreement (Cheniere Energy, Inc.), Common Terms Agreement (Cheniere Energy Partners, L.P.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Finance Party and their its respective Affiliates (collectively, solely for purposes of this paragraphSection 23.20 (No Fiduciary Duty) and in their capacity as a Finance Party, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its the Guarantor, the Sponsor or any of their Affiliates. Borrower agrees The Obligors on behalf of themselves, the Sponsor, and any Affiliate thereof respectively agree that nothing in the Credit Finance Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and any of the Borrower, its stockholders the Guarantor, or its the Sponsor or their Affiliates, on the other hand. The Credit Parties Obligors acknowledge and agree that (i) the transactions contemplated by the Credit Finance Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentFacility Lenders, on the one hand, and Borrowerthe relevant Obligors, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders the Guarantor, the Sponsor or its any of their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will shall advise the Borrower, its stockholders the Guarantor, the Sponsor or its any of their Affiliates on other matters) or any other obligation to Borrower except, of the relevant Obligor except the obligations expressly set forth in the Credit Finance Documents and (y) each Facility Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its managementthe Guarantor, stockholders, creditors the Sponsor or any of their Affiliates or any other Person. Borrower Each of the Obligors acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each of the Obligors agrees that it will shall not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe respective Obligor, in connection with such transaction transactions or the process leading thereto.
Appears in 4 contracts
Sources: Common Terms Agreement (Venture Global, Inc.), Common Terms Agreement (Venture Global, Inc.), Common Terms Agreement (Venture Global, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Parent Borrower, its the Foreign Subsidiary Borrowers and the Subsidiary Term Borrowers, their stockholders and/or its Affiliatestheir affiliates. Borrower Each of the Parent Borrower, the Foreign Subsidiary Borrowers and the Subsidiary Term Borrowers agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowersuch borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Each of the Parent Borrower, the Foreign Subsidiary Borrowers and agree the Subsidiary Term Borrowers acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunderthere under) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe applicable borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any of the Parent Borrower, its the Foreign Subsidiary Borrowers or the Subsidiary Term Borrowers, their stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower exceptany of the Parent Borrower, the Foreign Subsidiary Borrowers or the Subsidiary Term Borrowers except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any of the Parent Borrower, its the Foreign Subsidiary Borrowers or the Subsidiary Term Borrowers, their respective management, stockholders, creditors or any other Person. Borrower Each of the Parent Borrower, Foreign Subsidiary Borrowers and Subsidiary Term Borrowers acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each of the Parent Borrower, Foreign Subsidiary Borrowers and Subsidiary Term Borrowers agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch borrower, in connection with such transaction or the process leading thereto.
Appears in 4 contracts
Sources: Replacement Facility Amendment (Trimas Corp), Incremental Facility Agreement (Trimas Corp), Credit Agreement (Trimas Corp)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arrangerthe Arrangers, the L/C Issuer, each Other Agent Issuing Banks and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent or any other Person by reason of this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Credit Agreement (Micron Technology Inc), Credit Agreement (Micron Technology Inc), Credit Agreement (Micron Technology Inc)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Swing Loan Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerany Borrowers, its stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and any Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such transaction or the process leading thereto.
Appears in 4 contracts
Sources: Credit Agreement (FMC Corp), Credit Agreement (FMC Corp), Credit Agreement (FMC Corp)
No Fiduciary Duty. The Administrative Each Agent, each Fronting Bank, each Lender, each Arranger, the L/C Issuer, each Other Agent Joint Lead Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 4 contracts
Sources: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.22, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Loan Parties and their respective Subsidiaries, its stockholders their equityholders and/or its their Affiliates. Borrower Each Loan Party, for itself and on behalf of its Subsidiaries, agrees that nothing in this Agreement or the other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrower, its stockholders any Loan Party or its Subsidiaries, their equityholders or their Affiliates, on the other handother. The Credit Parties acknowledge Each Loan Party, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties and their Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders any Loan Party or its Subsidiaries, their equityholders or their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders any Loan Party or its Subsidiaries, their equityholders or their Affiliates on other matters) or any other obligation to Borrower except, any Loan Party or any of its Subsidiaries except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Loan Party or any of its Subsidiaries, its managementtheir officers, stockholdersequityholders, creditors or any other Person. Borrower Each Loan Party, for itself and its Subsidiaries, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each Loan Party, for itself and its Subsidiaries, agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Loan Party or Subsidiary, in connection with such transaction or the process leading thereto.
Appears in 4 contracts
Sources: Third Amended and Restated Credit Agreement (HF Sinclair Corp), Credit Agreement (Holly Energy Partners Lp), Credit Agreement (Holly Energy Partners Lp)
No Fiduciary Duty. The Administrative AgentEach of the Company and the Subsidiary Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, each Lenderincluding the determination of the public offering price of the Securities and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent Company and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentSubsidiary Guarantors, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Underwriters, on the other hand, and each of the Company and the Subsidiary Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith with each transaction contemplated hereby and with the process leading theretoto such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or any Subsidiary Guarantor or their affiliates, stockholders, creditors or employees or any other party; (xiii) no Lender and no Agent Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders the Company or its Affiliates any Subsidiary Guarantor with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender such Underwriter has advised, advised or is currently advising the Company or will advise Borrower, its stockholders or its Affiliates any Subsidiary Guarantor on other matters) and no Underwriter has any obligation to the Company or any other obligation Subsidiary Guarantor with respect to Borrower except, the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Credit Documents several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principalthe Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and not as the agent or fiduciary of BorrowerCompany and the Subsidiary Guarantors have consulted their own legal, its managementaccounting, stockholders, creditors or any other Personregulatory and tax advisors to the extent they deemed appropriate. Borrower acknowledges The Company and agrees that Borrower has consulted its own legal the Subsidiary Guarantors hereby waive and financial advisorsrelease, to the fullest extent it deemed appropriatepermitted by law, and any claims that it is responsible for making its own independent judgment they may have against the several Underwriters with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender breach or the Administrative Agent has rendered advisory services alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 3 contracts
Sources: Underwriting Agreement (Flowserve Corp), Underwriting Agreement (Flowserve Corp), Underwriting Agreement (Flowserve Corp)
No Fiduciary Duty. The Administrative Senior Facility Agent, each Lender, each ArrangerSenior Issuing Bank, the L/C Issuer, Swing Line Lender and each Other Agent Senior Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.25, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders equity holders and/or its Affiliates. The Borrower agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders equity holders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders equity holders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders equity holders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Financing Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or its Affiliates, or its or their management, stockholdersstockholders (or other equity holders), creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Cheniere Energy Partners, L.P.), Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Cheniere Energy, Inc.), Senior Working Capital Revolving Credit and Letter of Credit Reimbursement Agreement (Sabine Pass Liquefaction, LLC)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Canadian Administrative Agent, the UK Administrative Agent, each Arranger, the L/C IssuerBank, each Other Agent Canadian Bank, each UK Bank and each of their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its the Canadian Borrower, and the UK Borrower (collectively, solely for purposes of this paragraph, the “Debtors”) and each of their stockholders and/or its and their Affiliates. Borrower Each Debtor agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerany Debtor, its stockholders or its Affiliates, on the other handother. The Credit Parties Debtors acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Debtors, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerany Debtor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany Debtor, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, any Debtor except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Debtor, its management, stockholders, creditors or any other Person. Borrower Each Debtor acknowledges and agrees that Borrower such Debtor has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each Debtor agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Debtor, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or any of its Subsidiaries, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any of its Subsidiaries, its any of their stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any of its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to the Borrower except, or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees each of its Subsidiaries each acknowledge and agree that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees and each of its Subsidiaries each agree that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (FS Investment CORP), Senior Secured Revolving Credit Agreement (FS Investment CORP), Senior Secured Revolving Credit Agreement (FS Investment Corp II)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Term Loan Agreement (Linn Midwest Energy LLC), Bridge Loan Agreement (Linn Midwest Energy LLC), Credit Agreement (Linn Energy, LLC)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuereach Bookrunner, each Other Agent Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Borrower, its stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and such Borrower, its stockholders or its Affiliates, on the other; provided that each Loan Party acknowledges that one or more Affiliates of Barclays Bank, DBSI and BAS (collectively, the “Borrower Financial Advisor”) has been retained by the Borrower as a buy-side financial advisor in connection with the Acquisition. The Borrowers, on behalf of themselves and their respective Subsidiaries and Affiliates, agree not to assert any claim that the Borrowers and their respective Subsidiaries and Affiliates might allege based on any actual or potential conflict of interest that might be asserted to arise or result from, on the one hand, the engagement of the Borrower Financial Advisor and, on the other hand, Barclays Bank’s, DBSI’s or BAS’s or their respective Affiliates’ respective relationships as Agent, Lender, Arranger, Bookrunner, Issuing Bank or Swing Line Lender, as applicable, described herein. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that such Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/), Credit and Guaranty Agreement (Phillips Van Heusen Corp /De/)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectively, solely for purposes of transaction contemplated by this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on Arrangers and the one hand, and BorrowerLenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent, the Arrangers and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent nor any Arrangers or Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, any Arranger or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent nor any Arranger or Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent, each Arranger and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent nor any Arranger or Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim that assert any claims against the Administrative Agent, any Arranger or any Lender or the Administrative Agent has rendered advisory services based on any alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 3 contracts
Sources: First Lien Credit Agreement (Select Medical Holdings Corp), First Lien Credit Agreement (Select Medical Corp), First Lien Credit Agreement (Select Medical Corp)
No Fiduciary Duty. The Administrative AgentWendy’s Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, each Lenderincluding the determination of the offering price of the Offered Notes and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentWendy’s Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser is and has, and their respective representatives are and have, been acting solely as a principal and is not the agent or fiduciary of any Wendy’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent Initial Purchaser or any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any ▇▇▇▇▇’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether such Initial Purchaser or any Lender of its representative has advised, advised or is currently advising the Wendy’s Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to Borrower except, the Wendy’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy’s Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of BorrowerWendy’s Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The ▇▇▇▇▇’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 3 contracts
Sources: Purchase Agreement (Wendy's Co), Purchase Agreement (Wendy's Co), Purchase Agreement (Wendy's Co)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatestheir affiliates. The Borrower agrees (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower acknowledge and agree that (i) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, or its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Person, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Credit Fund Inc.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.), Credit Agreement (Northern Oil & Gas, Inc.)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectivelytransaction contemplated by this Agreement is an arm’s-length commercial transaction, solely for purposes of this paragraph, between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders Agents and the Administrative Agent, on the one hand, and BorrowerLenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Agents and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither any Agent nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Agents or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither any Agent nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) each Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither any Agent nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Agents and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim that assert any claims against any Agent or any Lender based on any breach or the Administrative Agent has rendered advisory services alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 3 contracts
Sources: Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc), Credit Agreement (Caseys General Stores Inc)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its the Servicer, their stockholders and/or its Affiliatestheir affiliates. The Borrower agrees and the Servicer (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its the Servicer, their stockholders or its Affiliatesand/or affiliates, on the other handother. The Credit Parties Borrower and the Servicer acknowledge and agree that (i) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and the Servicer, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or the Servicer, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or the Servicer, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or the Servicer except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or the Servicer, or its management, stockholders, creditors or any other Person. Each of the Borrower and the Servicer acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Borrower and the Servicer agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Person, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Credit Agreement (Trinity Capital Inc.), Credit Agreement (Trinity Capital Inc.), Credit Agreement (Trinity Capital Inc.)
No Fiduciary Duty. The Administrative Agent, each LenderOther Representative, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.22, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Borrower, its stockholders and/or its Affiliates. Borrower on behalf of itself and each other Loan Party, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentOther Representative, on the one hand, and Borrowerthe Borrower and such other Loan Party, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower, on behalf of itself and agree each other Loan Party, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agentor Other Representatives, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent or Other Representative has assumed an advisory or fiduciary responsibility in favor of Borrowerany Loan Party, its their stockholders or its their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Other Representative has advised, is currently advising or will advise Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender or Other Representative is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Loan Party, its management, stockholders, creditors or any other Person. Borrower The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, on behalf of itself and each other Loan Party, agrees that it will not claim that any Lender or the Administrative Agent Other Representative has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or such other Loan Party, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: First Amendment Agreement (OPENLANE, Inc.), Credit Agreement (OPENLANE, Inc.), Credit Agreement (IAA, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arrangerthe Arrangers, the L/C IssuerBookrunners, each Other Agent the Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers, its their respective stockholders and/or its their respective Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its their respective stockholders or its their respective Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrowers, its their stockholders or its their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that Borrower has the Borrowers have consulted its their own legal and financial advisors, advisors to the extent it each deemed appropriate, appropriate and that it each is responsible for making its own respective independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Borrower, in connection with such transaction or the process leading thereto.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.. CREDIT AGREEMENT
Appears in 2 contracts
Sources: Credit Agreement (Riviera Resources, LLC), Credit Agreement (Linn Energy, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, each Issuing Lender, the L/C Issuer, each Other Agent Swingline Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each LenderCo-Syndication Agent, each Co-Documentation Agent, each Lead Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Parent Borrower, its stockholders and/or its Affiliates. The Parent Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Parent Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties Obligors acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Parent Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Parent Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Parent Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Parent Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Parent Borrower, its management, stockholders, creditors or any other Person. The Parent Borrower acknowledges and agrees that the Parent Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Parent Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Parent Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Hanesbrands Inc.), Credit Agreement (Hanesbrands Inc.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.20, the “Lenders”), may have economic interests that conflict with those of Borrower, its the Loan Parties and their respective Subsidiaries and their stockholders and/or their affiliates. Each Loan Party, for itself and on behalf of its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerany Loan Party or its Subsidiaries, its their stockholders or its Affiliatestheir affiliates, on the other handother. The Credit Parties acknowledge Each Loan Party, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties and their Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerany Loan Party or its Subsidiaries, its their stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany Loan Party or its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to Borrower except, any Loan Party or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Loan Party or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. Borrower Each Loan Party, for itself and its Subsidiaries, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each Loan Party, for itself and its Subsidiaries, agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Loan Party or Subsidiary, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Natural Resource Partners Lp), Credit Agreement (Exco Resources Inc)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and its subsidiaries, its stockholders equityholders and/or its Affiliates. The Borrower hereby agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and BorrowerTEGP, the Borrower and its stockholders subsidiaries, equityholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders equityholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrower, the Borrower or its management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that thereto and (iv) it will not claim that any Arranger, Syndication Agent, Documentation Agent, Agent, Issuing Bank or Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Arranger, Syndication Agent, Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on their behalf.
Appears in 2 contracts
Sources: Credit Agreement (Tallgrass Energy GP, LP), Credit Agreement (Tallgrass Energy GP, LP)
No Fiduciary Duty. The Administrative AgentDomino’s Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, each Lenderincluding the determination of the offering price of the Offered Notes and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentDomino’s Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Domino’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent neither Initial Purchaser nor any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any Domino’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Domino’s Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) or and neither Initial Purchaser nor its respective representative has any other obligation to Borrower except, the Domino’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Domino’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Domino’s Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of BorrowerDomino’s Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The Domino’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 2 contracts
Sources: Purchase Agreement (Dominos Pizza Inc), Purchase Agreement (Dominos Pizza Inc)
No Fiduciary Duty. The Administrative Each Agent, each Arranger, each Lender, each Arranger, the L/C Issuer, each Other Agent Issuing Bank and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrowers, the other Credit Parties, their equityholders and/or their Affiliates. Each Borrower, on behalf of itself and its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and such Borrower, its stockholders Subsidiaries, its equityholders or its Affiliates, on the other handother. The Credit Parties acknowledge Each Borrower, on behalf of itself and agree its Subsidiaries, acknowledges and agrees that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers and the other Credit Parties, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerany Borrower or other Credit Party, its stockholders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany Borrower or other Credit Party, its stockholders equityholders or its Affiliates on other matters) or any other obligation to any Borrower except, or other Credit Party except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Borrower or other Credit Party, its management, stockholdersequityholders, creditors or any other Person. Each Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim claim, and will not permit any of its Affiliates or Related Parties to claim, that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Borrower or any other Credit Party, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Chrysler Group LLC), Credit Agreement (Chrysler Group LLC)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Syndication Agent, the Joint Lead Arrangers, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates affiliates (collectively, solely for purposes of this paragraphSection 9.22, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or or its Affiliatesaffiliates. The Borrower acknowledges and agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders Table of Contents or its Affiliatesaffiliates, on the other hand(other than the agency relationship between the Administrative Agent and the Borrower pursuant to Section 9.04(b)(iv)). The Credit Loan Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby by the Loan Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, its stockholders, its creditors or any other PersonPerson (other than the agency relationship between the Administrative Agent and the Borrower pursuant to Section 9.04(b)(iv)). The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or nor owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Hughes Network Systems, LLC), Credit Agreement (Hughes Communications, Inc.)
No Fiduciary Duty. The Administrative AgentIn connection with all aspects of each transaction contemplated by this Agreement, each LenderCredit Agreement Party acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Arrangertransaction contemplated by this Agreement is an arm’s-length commercial transaction, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in between the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentAgreement Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders Administrative Agent and the Administrative Agent, on the one hand, and BorrowerLenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders any Loan Party or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their Affiliates, and (yv) each neither the Administrative Agent nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services and the Lenders, on the other hand. The Credit Agreement Parties agree that the Loan Parties shall not assert any claims that any Loan Party may have against the Administrative Agent or any Lender based on any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 2 contracts
Sources: Term Credit Agreement (Aptiv PLC), Bridge Credit Agreement (Aptiv PLC)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower. The Borrower, its stockholders and/or its Affiliates. Borrower Subsidiaries and their respective affiliates each agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agentthe Lenders, on the one hand, and the Borrower, its Subsidiaries, and any of their respective stockholders or its Affiliatesaffiliates, on the other hand. The Credit Parties Borrower, its Subsidiaries and their respective affiliates each acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, its Subsidiaries and their respective affiliates, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders Subsidiaries or its Affiliates their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders Subsidiaries or its Affiliates their respective affiliates on other matters) or any other obligation to Borrower exceptthe Borrower, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges Subsidiaries and agrees that Borrower has their respective affiliates have consulted its their own legal and financial advisors, advisors to the extent it each deemed appropriate. The Borrower, each of its Subsidiaries and each of their respective affiliates each further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, each of its Subsidiaries and each of their respective affiliates each agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Second Lien Credit and Guaranty Agreement (Movie Gallery Inc), First Lien Credit and Guaranty Agreement (Movie Gallery Inc)
No Fiduciary Duty. The Administrative Agent, each LenderOther Representative, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.22, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Borrower, its stockholders and/or its Affiliates. Borrower on behalf of itself and each other Loan Party, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentOther Representative, on the one hand, and Borrowerthe Borrower and such other Loan Party, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower, on behalf of itself and agree each other Loan Party, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agentor Other Representatives, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent or Other Representative has assumed an advisory or fiduciary responsibility in favor of Borrowerany Loan Party, its their stockholders or its their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Other Representative has advised, is currently advising or will advise Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender or Other Representative is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Loan Party, its management, stockholders, creditors or any other Person. Borrower The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, on behalf of itself and each other Loan Party, agrees that it will not claim that any Lender or the Administrative Agent Other Representative has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or such other Loan Party, in connection with such transaction or the process leading thereto.. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
Appears in 2 contracts
Sources: Credit Agreement (Advanced Drainage Systems, Inc.), Credit Agreement (Advanced Drainage Systems, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuereach Bookrunner, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (PVH Corp. /De/), Credit Agreement (PVH Corp. /De/)
No Fiduciary Duty. The Each of the Administrative Agent, each Lender, each Arrangerthe Issuing Lenders, the L/C Issuer, each Other Agent Lenders and their respective Affiliates affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliatesthe Borrower and the other Loan Parties. Each of the Borrower and the other Loan Parties agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any of the Lender Parties and the Borrower or any Agent, on other Loan Parties or their respective shareholders and Affiliates. Each of the one hand, Borrower and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Loan Parties acknowledge acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrower and the other Loan Parties, on the other hand, and (ii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any other Loan Parties or their respective management, stockholders, creditors or any other person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or its Affiliates any other Loan Parties with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising the Borrower or will advise Borrower, its stockholders or its Affiliates any other Loan parties on other matters) or any other obligation to the Borrower except, or any other Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, the Borrower and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has Loan Parties have consulted its their own legal and financial advisors, advisors to the extent it they deemed appropriate, . Each of the Borrower and the other Loan Parties further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Borrower and the other Loan Parties agrees that it will not claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any other Loan Parties, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Landstar System Inc), Credit Agreement (Landstar System Inc)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by Merger and the Credit Documents Transactions (including the exercise of rights and remedies hereunder and thereunderunder the other Loan Documents) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other hand, other; and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby Merger and the Transactions (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents ); and (yii) in connection with the Merger and the Transactions, each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors stockholders or any other Personcreditors. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Merger and the Transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction the Merger and the Transactions or the process leading thereto.
Appears in 2 contracts
Sources: Multi Year Senior Unsecured Credit Agreement (TYCO INTERNATIONAL PLC), Term Loan Credit Agreement (TYCO INTERNATIONAL PLC)
No Fiduciary Duty. The Administrative AgentEach of the Company and the Subsidiary Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, each Lenderincluding the determination of the public offering price of the Notes and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent Company and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentSubsidiary Guarantors, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Underwriters, on the other hand, and each of the Company and the Subsidiary Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith with each transaction contemplated hereby and with the process leading theretoto such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or any Subsidiary Guarantor or their affiliates, stockholders, creditors or employees or any other party; (xiii) no Lender and no Agent Underwriter has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders the Company or its Affiliates any Subsidiary Guarantor with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender such Underwriter has advised, advised or is currently advising the Company or will advise Borrower, its stockholders or its Affiliates any Subsidiary Guarantor on other matters) and no Underwriter has any obligation to the Company or any other obligation Subsidiary Guarantor with respect to Borrower except, the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Credit Documents several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (yv) each Lender is acting solely as principalthe Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and not as the agent Company and the Subsidiary Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or fiduciary of Borrower, its management, stockholders, creditors or any other Personoral) between the Company and the Subsidiary Guarantors and the several Underwriters with respect to the subject matter hereof. Borrower acknowledges The Company and agrees that Borrower has consulted its own legal the Subsidiary Guarantors hereby waive and financial advisorsrelease, to the fullest extent it deemed appropriatepermitted by law, and any claims that it is responsible for making its own independent judgment they may have against the several Underwriters with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender breach or the Administrative Agent has rendered advisory services alleged breach of any nature agency or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 2 contracts
Sources: Underwriting Agreement (Westlake Chemical Corp), Underwriting Agreement (Westlake Chemical Corp)
No Fiduciary Duty. The Administrative Each Agent, the Co-Syndication Agents, the Documentation Agent, each LenderJoint Lead Arranger and Bookrunner, each Arranger, the L/C Issuer, Issuer and each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, the Borrower and its stockholders and/or its AffiliatesSubsidiaries. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any the Lender or any AgentParties and the Borrower, on the one hand, and Borrowerits Subsidiaries, its stockholders or its Affiliates, on the other handaffiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrower and its applicable Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any of its Subsidiaries, or their respective management, stockholders, creditors or any other Person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, the Borrower or any of its stockholders or its Affiliates Subsidiaries with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising the Borrower or will advise Borrower, any of its stockholders or its Affiliates Subsidiaries on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, of the Borrower and not as its Subsidiaries have consulted their own legal and financial advisors to the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Personextent they have deemed appropriate. The Borrower further acknowledges and agrees that Borrower has consulted it and each of its own legal and financial advisors, to the extent it deemed appropriate, and that it Subsidiaries is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not, and will cause each of its Subsidiaries not to, claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in connection with such transaction transactions or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Solutia Inc), Credit Agreement (Solutia Inc)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatestheir affiliates. The Borrower agrees (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower acknowledge and agree that (i) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender L▇▇▇▇▇ has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, or its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Person, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Runway Growth Finance Corp.), Credit Agreement (Runway Growth Finance Corp.)
No Fiduciary Duty. The Administrative Agent, each LenderLead Agent, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.15, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Lorillard, Inc.), Credit Agreement (Lorillard, Inc.)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers and the Subsidiaries, its stockholders equityholders and/or its Affiliates. Each Borrower agrees hereby agrees, on behalf of itself and each of the other Loan Parties, that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates, on the other. Each Borrower acknowledges and agrees, on behalf of itself and each of the other hand. The Credit Parties acknowledge and agree Loan Parties, that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrowers, its stockholders or its the other Loan Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrowers, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrowers, its the other Loan Parties, or their respective management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that , and (iv) it will not claim that any Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, Agent, Issuing Bank or Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.
Appears in 2 contracts
Sources: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Partners, LP)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers and the Subsidiaries, its stockholders equityholders and/or its Affiliates. Each Borrower agrees hereby agrees, on behalf of itself and each of the other Loan Parties, that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates, on the other. Each Borrower acknowledges and agrees, on behalf of itself and each of the other hand. The Credit Parties acknowledge and agree Loan Parties, that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent ▇▇▇▇▇▇ has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrowers, its stockholders or its the other Loan Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrowers, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrowers, its the other Loan Parties, or their respective management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that , and (iv) it will not claim that any Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, Agent, Issuing Bank or Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.
Appears in 2 contracts
Sources: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
No Fiduciary Duty. The Each of the Administrative Agent, each Lenderthe Collateral Agent, each the Syndication Agent, the Co-Documentation Agents, the Arranger, the Joint Book-Running Managers, each Lender and each L/C Issuer, Issuer and each Other Agent and of their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers, its their respective stockholders and/or its their respective Affiliates. Borrower agrees The Borrowers agree that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and either Borrower, its stockholders or its Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and each Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of either Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrowers, its their respective stockholders or its their respective Affiliates on other matters) or any other obligation to either Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of either Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges The Borrowers acknowledge and agrees agree that Borrower has the Borrowers have consulted its their own legal and financial advisors, advisors to the extent it they deemed appropriate, appropriate and that it is they are responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees The Borrowers agree that it they will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to either Borrower, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Credit Agreement (Jarden Corp), Credit Agreement (Jarden Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, Collateral Agent and the L/C Issuer, each Other Agent other Secured Parties and their respective Affiliates (collectively, solely for purposes of this paragraphSection 8.13, the “LendersLender Parties”), ) may have economic interests that conflict with those of Borrowerthe Grantors, its their respective stockholders and/or its their respective Affiliates. Borrower Each Grantor agrees that nothing in this Agreement, any of the Credit other Loan Documents or otherwise any of the transactions contemplated hereby or thereby (or the process leading thereto) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentParty, on the one hand, and Borrowersuch Grantor, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Each Grantor acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Documents this Agreement (including including, without limitation, the exercise of rights and remedies hereunder and thereunderhereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Grantors, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrowerany Grantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany Grantor, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, any Grantor except the obligations expressly set forth in this Agreement and the Credit other Loan Documents and (yii) each Lender Party is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Grantor, its management, stockholders, creditors or any other Person. Borrower Each Grantor acknowledges and agrees that Borrower (A) it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such the negotiation, execution and delivery of this Agreement, the transactions contemplated by this Agreement and the process leading thereto, and (B) no joint venture is created hereby or otherwise exists by virtue of the transactions contemplated hereby among the Collateral Agent and the other Secured Parties or among any Grantor and any of the foregoing. Borrower Each Grantor agrees that it will not claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Grantor, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or any of its Subsidiaries, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any of its Subsidiaries, its any of their stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any of its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to the Borrower except, or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees each of its Subsidiaries each acknowledge and agree that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees and each of its Subsidiaries each agree that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in connection with such transaction or the process leading thereto.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Chicago Atlantic BDC, Inc.), Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their stockholders and/or their affiliates. The Borrower, on behalf of itself and each of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or any of its Subsidiaries, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and BorrowerFSEP, the Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any of its Subsidiaries, its any of their stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise BorrowerFSEP, the Borrower or any of its Subsidiaries, their stockholders or its Affiliates their affiliates on other matters) or any other obligation to FSEP, the Borrower except, or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of BorrowerFSEP, the Borrower or any of its Subsidiaries, their management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees each of its Subsidiaries each acknowledge and agree that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees and each of its Subsidiaries each agree that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to BorrowerFSEP, the Borrower or any of its Subsidiaries, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (FS Energy & Power Fund)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectively, solely for purposes of transaction contemplated by this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, Arranger and Borrowerthe Lenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent, the Arranger and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent, nor the Arranger or any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, the Arranger or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent nor the Arranger or Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent, the Arranger and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent nor the Arranger or any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim that assert any claims against the Administrative Agent, the Arranger or any Lender or the Administrative Agent has rendered advisory services based on any alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 1 contract
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent ▇▇▇▇▇▇ and their respective Affiliates (collectively, solely for purposes of this paragraphSection 10.21, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers, its stockholders their equityholders and/or its their Affiliates. Borrower agrees The Borrowers acknowledge and agree, and acknowledges their respective Affiliates’ understandings, that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its stockholders their equityholders or its their Affiliates, on the other handother. The Credit Parties Borrowers acknowledge and agree agree, and acknowledges their respective equityholders and Affiliates’ understandings, that (ia) each of the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders equityholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholdersequityholders, creditors or any other Personperson. Borrower acknowledges The Borrowers acknowledge and agrees agree that Borrower has they have consulted its their own legal legal, accounting, regulatory, tax and other financial advisors, advisors to the extent it deemed appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto, and is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by the Loan Documents. Borrower agrees The Borrowers agree that it they will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Revolving Credit Agreement and Guarantee Agreement (KKR Infrastructure Conglomerate LLC)
No Fiduciary Duty. The Each of the Administrative Agent, each LenderJoint Lead Arranger, each Arranger, the L/C Issuer, Lender and each Other Agent and of their respective Affiliates and their officers, directors, controlling persons, employees, agents and advisors (collectively, solely for purposes of this paragraphSection 9.15, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one hand, Lenders and the Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, . The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim, and hereby waives and releases any claim to the fullest extent permitted by law, that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction transactions or the process leading thereto.
Appears in 1 contract
Sources: Term Credit Agreement (AEP Transmission Company, LLC)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 12.18, the “Lenders”), may have economic interests that conflict with those of the Borrower and its Subsidiaries and their stockholders and/or their affiliates. The Borrower, for itself and on behalf of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or its Subsidiaries, its their stockholders or its Affiliatestheir affiliates, on the other handother. The Credit Parties acknowledge Borrower, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or its Subsidiaries, its their stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise BorrowerBorrower or its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to the Borrower except, or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. Borrower The Borrower, for itself and its Subsidiaries, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, for itself and its Subsidiaries, agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Borrower or Subsidiary, in connection with such transaction or the process leading thereto. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: HALCON RESOURCES CORPORATION By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Executive Vice President, Chief Financial Officer, and Principal Accounting Officer ADMINISTRATIVE AGENT AND LENDER: JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Officer SYNDICATION AGENT AND LENDER: ▇▇▇▇▇ FARGO BANK, N.A., as Syndication Agent and Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Assistant VP DOCUMENTATION AGENT: BANK OF MONTREAL, as Documentation Agent By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director LENDER: BMO ▇▇▇▇▇▇ FINANCING, INC., as Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director LENDER: BARCLAYS BANK PLC, as Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President LENDER: CAPITAL ONE, N.A., as Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President LENDER: ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory LENDER: ROYAL BANK OF CANADA, as Lender By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Authorized Signatory LENDER: SUNTRUST BANK, as Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President JPMorgan Chase Bank, N.A. 15.6 % $ 77,777,777.78 ▇▇▇▇▇ Fargo Bank, N.A. 15.6 % $ 77,777,777.78 BMO ▇▇▇▇▇▇ Financing, Inc. 15.6 % $ 77,777,777.78 Barclays Bank PLC 10.7 % $ 53,333,333.33 SunTrust Bank 10.7 % $ 53,333,333.33 Capital One, N.A. 10.7 % $ 53,333,333.33 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA 10.7 % $ 53,333,333.33 Royal Bank of Canada 10.7 % $ 53,333,333.33 TOTAL: 100.0 % $ 500,000,000.00 $[ ] [ ], 201 FOR VALUE RECEIVED, Halcon Resources Corporation, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), at the principal office of JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), at [ ], the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Senior Revolving Credit Agreement dated as of February 8, 2012 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Senior Revolving Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. HALCON RESOURCES CORPORATION By: Name: Title: HALCON RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Senior Revolving Credit Agreement dated as of February 8, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
(i) Aggregate amount of the requested Borrowing is $[ ];
(ii) Date of such Borrowing is [ ], 201[ ];
(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];
(iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ];
(v) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vi) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vii) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and
(viii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and
(ix) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] [ ] [ ] [ ] [ ] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. HALCON RESOURCES CORPORATION By: Name: Title: HALCON RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Senior Revolving Credit Agreement dated as of February 8, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows:
(i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ];
(ii) The effective date of the election made pursuant to this Interest Election Request is [ ], 201[ ];[and]
(iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and] [(iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. HALCON RESOURCES CORPORATION By: Name: Title: The undersigned hereby certifies that he/she is the [ ] of HALCON RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Senior Revolving Credit Agreement dated as of February 8, 2012 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become a party thereto, and such Lenders, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):
(a) The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary.
(b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by it prior to or at the time of delivery hereof [or specify default and describe].
(c) Since December 31, 2010, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event].
(d) There exists no Default or Event of Default [or specify Default and describe].
(e) Attached hereto are the detailed computations necessary to determine whether the Borrower is in compliance with Section 9.01 as of the end of the [fiscal quarter][fiscal year] ending [ ]. EXECUTED AND DELIVERED this [ ] day of [ ]. HALCON RESOURCES CORPORATION By: Name: Title:
1. Guarantee and Collateral Agreement dated as of February 8, 2012 by the Borrower and the Guarantors party thereto, in favor of the Administrative Agent and the Secured Parties named therein.
2. Financing Statements in respect of item 1.
3. Stock powers delivered in respect of Pledged Securities (as defined in item 1 above).
4. Mortgage, Line of Credit Mortgage, Deed of Trust, Fixture Filing, Assignment of As-Extracted Collateral, Security Agreement and Financing Statement dated as of February 8, 2012, from RAM Operating Company, Inc. and RWG Energy, Inc. to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as Trustee, and the other holders of Indebtedness (as defined therein). (Texas)
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Halcon Resources Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Borrower acknowledges that Subordinate Lender and their respective its Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders Borrower and/or its Affiliates. Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Subordinate Lender or any Agentits Affiliates, on the one hand, and Borrower, its stockholders Borrower or its Affiliates, on the other handand that neither Subordinate Lender nor any Affiliate of Subordinate Lender is acting as a financial advisor, agent or underwriter to the Borrower or any Affiliates of Borrower, or otherwise on behalf of the Borrower or Affiliates of Borrower, unless retained to provide such services pursuant to a separate written agreement. The Credit Parties acknowledge Borrower acknowledges that it is not relying upon any person, firm or corporation, other than the Borrower and agree its officers, directors, consultants and advisors in entering into the Loans. Borrower agrees that none of Subordinate Lender, any Affiliate of Subordinate Lender or the respective controlling persons, officers, directors, partners, agents, or employees of any such person shall be liable to Borrower in connection with Borrower’s decision to enter into the Loans. Borrower acknowledges and agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentSubordinate Lender, on the one hand, and Borrower, on the other handother, and (iib) in connection therewith and with the process leading thereto, (x) no Subordinate Lender and no Agent has its Affiliates have not assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders Borrower or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Subordinate Lender has advised, is currently advising or will advise Borrower, its stockholders Borrower or its Affiliates on other matters) or any other obligation to Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Subordinate Lender is and its Affiliates are acting solely as principal, principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees 51 Subordinate Loan Agreement that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Subordinate Lender or the Administrative Agent has its Affiliates have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit Subordinate Lender or any Affiliate of Subordinate Lender from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of the respective businesses of Subordinate Lender or the relevant Affiliate of Subordinate Lender or from providing services to Borrower or its Affiliates or earning fees and other compensation from Borrower or its Affiliates if otherwise permitted by law, including, without limitation, the Code.
Appears in 1 contract
Sources: Subordinate Loan Agreement
No Fiduciary Duty. The EachThe Administrative Agent, each LenderOther Representative, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraphparagraphSection 11.22, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. The Borrower, its stockholders and/or its Affiliates. Borrower on behalf of itself and each other Loan Party, agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentOther Representative, on the one hand, and Borrowerthe Borrower and such other Loan Party, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower, on behalf of itself and agree each other Loan Party, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agentor Other Representatives, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent or Other Representative has assumed an advisory or fiduciary responsibility in favor of Borrowerany Loan Party, its their stockholders or its their Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or Other Representative has advised, is currently advising or will advise Borrowerany Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, any Loan Party except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender or Other Representative is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Loan Party, its management, stockholders, creditors or any other Person. Borrower The Borrower, on behalf of itself and each other Loan Party, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower The Borrower, on behalf of itself and each other Loan Party, agrees that it will not claim that any Lender or the Administrative Agent Other Representative has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or such other Loan Party, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Third Amendment Agreement (KAR Auction Services, Inc.)
No Fiduciary Duty. The Borrowers and the other Loan Parties acknowledge and agree that the Administrative Agent, each Lender, Lender and each Arranger, the L/C Issuer, each Other Agent and of their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.14, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, a Borrower or any of its stockholders and/or its or Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentParty, on the one hand, and Borrower, such Borrower or any of its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrowers and other Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, a Borrower or any of its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise Borrower, a Borrower or any of its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender Party is acting solely as principal, principal and not as the agent or fiduciary of Borrowera Borrower or any of its Affiliates, its or any of their respective management, stockholdersstockholders or creditors, creditors or of any other Person. Borrower Each of the Borrowers and each other Loan Party acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerany Borrower or any other Loan Party, in connection with such transaction transactions or the process leading thereto. The terms of this Section 11.14 are supplemental to, and not in derogation of, the provisions of Section 10.
Appears in 1 contract
Sources: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing Jack in the Credit Documents or otherwise will be deemed Box Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to create this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an advisory, fiduciary or agency relationship or fiduciary or other implied duty arm’s-length commercial transaction between any Lender or any Agentthe Jack in the Box Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Jack in the Box Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent Initial Purchaser or any of its respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any Jack in the Box Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Jack in the Box Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to Borrower except, the Jack in the Box Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Jack in the Box Parties, (e) any duties and obligations that the Initial Purchasers may have to the Jack in the Box Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of BorrowerJack in the Box Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The Jack in the Box Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 1 contract
No Fiduciary Duty. The Each of the Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Arrangers and the Lenders and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of BorrowerNew ICE Parent, its stockholders and/or its the Borrowers and their respective Affiliates. Borrower New ICE Parent and each of the Borrowers agrees that nothing in the Agreement or the other Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentParty, on the one hand, and BorrowerNew ICE Parent, its stockholders such Borrower or its any of their respective Affiliates, on the other handother. The Credit Parties acknowledge New ICE Parent and agree each Borrower acknowledges and agrees that (i) the transactions contemplated by this Agreement and the other Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and BorrowerNew ICE Parent and the Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders New ICE Parent or its any Borrower or their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party has advised, is currently advising or will advise Borrower, its stockholders any Borrower or its Affiliates on other matters) or any other obligation to New ICE Parent or any Borrower except, except the obligations expressly set forth in the Credit Documents and (y) each Lender Party is acting solely as principal, principal and not as the agent or fiduciary of New ICE Parent, any Borrower, its management, stockholders, creditors their respective Affiliates or any other Person. Each of New ICE Parent and each Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated hereby and the process leading thereto. Each of New ICE Parent and each Borrower agrees that it will not claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to New ICE Parent or such Borrower, in connection with such transaction the transactions contemplated hereby or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (IntercontinentalExchange Group, Inc.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 9.16, the “Lenders”), may have economic interests that conflict with those of the Borrower or any of its Subsidiaries, their respective stockholders and/or their respective affiliates. The Borrower, on behalf of itself and each of its stockholders and/or its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or any of its Subsidiaries, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower and each of its Subsidiaries each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and its Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) except as otherwise provided in any of the Loan Documents, no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any of its Subsidiaries, its any of their stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any of its Subsidiaries, its any of their stockholders or its Affiliates affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting hereunder solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. The Borrower and each Obligor acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such the transactions contemplated by the Loan Documents and the process leading thereto. The Borrower agrees and each Obligor agree that it will not claim that any Lender or the Administrative Agent has rendered advisory services hereunder of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in each case, in connection with such transaction the transactions contemplated by the Loan Documents or the process leading thereto.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Lord Abbett Private Credit Fund S)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and its Subsidiaries, its stockholders equityholders and/or its Affiliates. The Borrower agrees hereby agrees, on behalf of itself and each of the other Loan Parties, that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees, on behalf of itself and each of the other Loan Parties, that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its the other Loan Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its the other Loan Parties, or their respective management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that , and (iv) it will not claim that any Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, Agent, Issuing Bank or Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.
Appears in 1 contract
No Fiduciary Duty. The 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 other Credit Party acknowledges and agrees that: (a)
(1) the arranging and other services regarding this Agreement provided by the Administrative Agent and by any lead arranger, syndication agent,
(1) the Administrative Agent, each Lender, each Arrangerother Agent, the L/C IssuerCollateral Trustee and each Lender is and has been acting solely as a principal and, each Other Agent 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 Credit Party or any of their respective Affiliates, or any other Person and (2) neither the Administrative Agent, any other Agent, the Collateral Trustee nor any Lender has any obligation to the Borrower, any other 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 (c) the Administrative Agent, the other Agents, the Collateral Trustee and the Lenders and their respective Affiliates (collectively, solely for purposes may be engaged in a broad range of this paragraphtransactions that involve interests that differ from those of the Borrower, the “Lenders”)other Credit Parties and their respective Affiliates, and neither the Administrative Agent, any other Agent, the Collateral Trustee nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. The Lenders may have economic interests that conflict with those of Borrower, its the Credit Parties and their respective Subsidiaries and their stockholders and/or their affiliates. Each Credit Party, for itself and on behalf of its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerany Credit Party or its Subsidiaries, its their stockholders or its Affiliatestheir affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other hand. The Credit Parties acknowledge Party hereby waives and agree releases any claims that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and it may have against the Administrative Agent, on the one hand, and Borrower, on the other handAgents, and (ii) in connection therewith and with the process leading thereto, (x) no Collateral Trustee or any Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (any breach or the exercise alleged breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, and not as the agent agency or fiduciary duty in connection with any aspect of Borrowerany transaction contemplated hereby. Each Credit Party, for itself and its managementSubsidiaries, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, to the extent it deemed appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Credit Party or Subsidiary, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing ▇▇▇▇ in the Credit Documents or otherwise will be deemed Box Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to create this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an advisory, fiduciary or agency relationship or fiduciary or other implied duty arm's-length commercial transaction between any Lender or any Agentthe ▇▇▇▇ in the Box Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any ▇▇▇▇ in the Box Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent Initial Purchaser or any of its respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any ▇▇▇▇ in the Box Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the ▇▇▇▇ in the Box Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) and no Initial Purchaser or its respective representative has any other obligation to Borrower except, the ▇▇▇▇ in the Box Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the ▇▇▇▇ in the Box Parties, (e) any duties and obligations that the Initial Purchasers may have to the ▇▇▇▇ in the Box Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of Borrower▇▇▇▇ in the Box Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The ▇▇▇▇ in the Box Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 1 contract
No Fiduciary Duty. The Administrative AgentWendy’s Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, each Lenderincluding the determination of the offering price of the Offered Notes and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentWendy’s Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of any Wendy’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent Initial Purchaser has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any ▇▇▇▇▇’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser has advised, advised or is currently advising the Wendy’s Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) or and no Initial Purchaser has any other obligation to Borrower except, the Wendy’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Wendy’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Wendy’s Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of BorrowerWendy’s Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The ▇▇▇▇▇’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 1 contract
Sources: Purchase Agreement (Wendy's Co)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its the Borrower and each Subsidiary Borrower and their respective stockholders and/or its Affiliatesaffiliates. The Borrower agrees and each of the Subsidiary Borrowers agree that nothing in this Agreement or the Credit other Fundamental Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and each of the Subsidiary Borrowers, its their respective stockholders or its Affiliatestheir affiliates, on the other handother. The Credit Parties Borrower and each of the Subsidiary Borrower acknowledge and agree that (i) the transactions contemplated by this Agreement and the Credit other Fundamental Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and each of the Subsidiary Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or the Subsidiary Borrowers, its their respective stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its the Borrower or any Subsidiary Borrower or their respective stockholders or its their Affiliates on other matters) or any other obligation to the Borrower except, or any Subsidiary Borrower except the obligations expressly set forth in the Credit Agreement and the other Fundamental Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower or any Subsidiary Borrower, its their respective management, stockholders, creditors or any other Person. Each of the Borrower and each of the Subsidiary Borrowers acknowledges and agrees that the Borrower has and each of the Subsidiary Borrowers have consulted its their own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Borrower and each of the Subsidiary Borrowers agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower or any Subsidiary Borrower, in connection with such transaction or the process leading thereto.. Revolving Lender Commitment1 Commitment JPMorgan Chase Bank, N.A. $ [***] Citibank, N.A. $ [***] Bank of America, N.A. $ [***] ▇▇▇▇▇ Fargo Bank, National Association $ [***] The Royal Bank of Scotland plc $ [***] The Royal Bank of Scotland N.V. $ [***] Deutsche Bank AG New York Branch $ [***] Manufacturers & Traders Trust Company $ [***] Barclays Bank PLC $ [***] Royal Bank of Canada $ [***] The Bank of New York Mellon $ [***] CIBC World Markets Corp. $ [***] WestLB AG, New York Branch $ [***] ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners $ [***] The Bank of Nova Scotia (Canadian Revolving Commitment) $ [***] Bank of Montreal $ [***] Calyon New York Branch $ [***] HSBC Bank USA, N.A. $ [***] UBS Loan Finance LLC $ [***] Mizuho Corporate Bank, Ltd. $ [***] The Northern Trust Company $ [***] First Commercial Bank New York Agency $ [***] Bank of Communications, New York Branch $ [***] Total $ 525,000,000 $ 280,000,000 1 After giving effect to the reduction of the Revolving Commitments and Canadian Revolving Commitment pursuant to Section 5 of the Fourth Amendment. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Lender Amount of Facility 5/31/10 Maturity Date The Royal Bank of Scotland plc2 $ 1,500,000,000 $ [***] 6/24/10 Credit Suisse First Boston Mortgage Capital, LLC $ 350,000,000 $ [***] 5/25/2011 Fannie Mae3 $ 3,030,000,000 $ [***] 5/25/2011 Manufacturers and Traders Trust Company $ 1,000,000 $ [***] 6/30/2011 Lender Amount of Facility 5/31/10 Maturity Date Credit Suisse First Boston Mortgage Capital, LLC $ 150,000,000 $ [***] 5/25/2011 Manufacturers and Traders Trust Company $ 1,000,000 $ [***] 6/30/2011 Ally Bank $ 150,000,000 $ [***] 4/7/2011 2 As of June 25, 2010, the facility amount shall be $800M. The maturity date of the amended facility is June 24, 2011. 3 ▇▇▇▇▇▇ ▇▇▇ retains a unilateral right to terminate facility at any time upon notice to PHH Mortgage Corporation. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Lender Amount of Facility 5/31/10 Maturity Date Manufacturers and Traders Trust Company $ 1,000,000 $ [***] 6/30/2011 Lender Amount of Facility 5/31/10 Maturity Date Manufacturers and Traders Trust Company $ 1,000,000 $ [***] 6/30/2011 Lender Amount of Facility 5/31/10 Maturity Date Manufacturers and Traders Trust Company $ 1,000,000 $ [***] 6/30/2011 Lender Amount of Facility 5/31/10 Maturity Date Bank of America, N.A $ 10,000,000 $ [***] 10/29/2010 Lender Amount of Facility 5/31/10 Maturity Date ▇▇▇▇▇▇ Mae $ 80,000,000 $ [***] N/A [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. Existing Material Subsidiary Indebtedness4
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Agreement (PHH Corp)
No Fiduciary Duty. The Each of the Administrative Agent, each Lender, each Arranger, the L/C IssuerCollateral Agent, each Other Agent Agent, each Lender and their respective Affiliates affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliatesthe Borrower or Holdings. Each of the Borrower and Holdings agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any of the Lender Parties and the Borrower or any Agent, on Holdings or their respective shareholders or Affiliates. Each of the one hand, Borrower and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge Holdings acknowledges and agree agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrower and Holdings, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction, each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower, Holdings or any other Transaction Party or its management, stockholders, creditors or any other Person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders Holdings or its Affiliates any other Transaction Party with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its Affiliates has advised, advised or is currently advising or will advise the Borrower, its stockholders Holdings or its Affiliates any other Transaction Party on other matters) or any other obligation to Borrower exceptthe Borrower, Holdings or any other Transaction Party except the obligations expressly set forth in the Credit Documents and (yiv) each Lender is acting solely as principal, of the Borrower and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower Holdings has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, . Each of the Borrower and Holdings further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Borrower and Holdings agrees that it will not claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, Holdings or any other Transaction Party in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Transocean Ltd.)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectively, solely for purposes of transaction contemplated by this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, Revolver Agent and Borrowerthe Lenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent, the Revolver Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent, the Revolver Agent nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, the Revolver Agent or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent, the Revolver Agent nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent, the Revolver Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent, the Revolver Agent nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent, the Revolver Agent and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim assert any claims that any Lender or Loan Party may have against the Administrative Agent, the Revolver Agent has rendered advisory services or any Lender based on any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty.
Appears in 1 contract
No Fiduciary Duty. (a) . The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lenderthe Security Trustee, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees agree that nothing in the Credit Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other hand. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and the Guarantor, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sun Country Airlines Holdings, Inc.)
No Fiduciary Duty. The Administrative AgentDomino’s Parties acknowledge and agree that (a) the purchase and sale of the Offered Notes pursuant to this Agreement, each Lenderincluding the determination of the offering price of the Offered Notes and any related discounts and commissions, each Arranger, is an arm’s-length commercial transaction between the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentDomino’s Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrowerseveral Initial Purchasers, on the other hand, and (iib) in connection therewith with the offering, sale and with the delivery of the Offered Notes and the process leading thereto, each Initial Purchaser and their respective representatives are and have been acting solely as a principal and is not the agent or fiduciary of any Domino’s Party, any of its respective subsidiaries or its respective stockholders, creditors, employees or any other party, (xc) no Lender and no Agent neither Initial Purchaser nor any of their respective representatives has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates any Domino’s Party with respect to the transactions contemplated hereby (or offering, sale and delivery of the exercise of rights or remedies with respect thereto) Offered Notes or the process leading thereto (irrespective of whether any Lender such Initial Purchaser or its representative has advised, advised or is currently advising the Domino’s Parties or will advise Borrower, its stockholders or its Affiliates any of their respective subsidiaries on other matters) and neither Initial Purchaser or its respective representative has any other obligation to Borrower except, the Domino’s Parties with respect to the offering of the Offered Notes except the obligations expressly set forth in this Agreement, (d) the Credit Documents Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Domino’s Parties, (e) any duties and obligations that the Initial Purchasers may have to the Domino’s Parties shall be limited to those duties and obligations specifically stated herein, and (yf) each Lender is acting solely as principalthe Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Offered Notes and not as the agent or fiduciary of BorrowerDomino’s Parties have consulted their own respective legal, its managementaccounting, stockholders, creditors or any other Person. Borrower acknowledges regulatory and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it they deemed appropriate, and . The Domino’s Parties hereby waive any claims that it is responsible for making its own independent judgment they each may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoOffered Notes.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Each Lender and their respective Affiliates (collectively, solely for purposes of this paragraphSection 11.19, the “Lenders”), may have economic interests that conflict with those of Borrower, its the Credit Parties and their respective Subsidiaries and their stockholders and/or their affiliates. Each Credit Party, for itself and on behalf of its Affiliates. Borrower Subsidiaries, agrees that nothing in this Agreement or the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerany Credit Party or its Subsidiaries, its their stockholders or its Affiliatestheir affiliates, on the other handother. The Each Credit Parties acknowledge Party, for itself and agree on behalf of its Subsidiaries, acknowledges and agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Credit Parties and their Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerany Credit Party or its Subsidiaries, its their stockholders or its Affiliates their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerany Credit Party or its Subsidiaries, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to Borrower except, any Credit Party or any of its Subsidiaries except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerany Credit Party or any of its Subsidiaries, its their management, stockholders, creditors or any other Person. Borrower Each Credit Party, for itself and its Subsidiaries, acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each Credit Party, for itself and its Subsidiaries, agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Credit Party or Subsidiary, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (PDC Energy, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Swing Loan Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerany Borrowers, its stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and any Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Credit Parties. Each Credit Party, its stockholders and/or its Affiliates. Borrower Subsidiaries and their respective affiliates each agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agentthe Lenders, on the one hand, and Borrowersuch Credit Party, its Subsidiaries, and any of their respective stockholders or its Affiliatesaffiliates, on the other hand. The Each Credit Parties Party, its Subsidiaries and their respective affiliates each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowersuch Credit Party, its Subsidiaries and their respective affiliates, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of such Credit Party, its Subsidiaries or their respective affiliates, management, stockholders, creditors or any other person, (xiii) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerany Credit Party, its stockholders Subsidiaries or its Affiliates their respective affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised, advised or is currently advising or will advise Borrowersuch Credit Party, its stockholders Subsidiaries or its Affiliates their respective affiliates on other matters) or any other obligation to Borrower exceptsuch Credit Party, its Subsidiaries or their respective affiliates except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, and not as the agent or fiduciary of BorrowerCredit Party, its management, stockholders, creditors or any other Person. Borrower acknowledges Subsidiaries and agrees that Borrower has their respective affiliates have consulted its their own legal and financial advisors, advisors to the extent it each deemed appropriate. Each Credit Party, its Subsidiaries and their respective affiliates further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower Each Credit Party, its Subsidiaries and their respective affiliates agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Credit Party, its Subsidiaries or their respective affiliates in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lenderthe Arrangers, each Arranger, the L/C Issuer, Lender and each Other Agent and of their respective Affiliates and each of their respective officers, directors, controlling persons, employees, agents and advisors (collectively, solely for purposes of this paragraphSection 8.15, the “Lenders”)) may be engaged, may have economic for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that conflict with differ from those the Borrower and its Affiliates, and none of Borrower, its stockholders and/or the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one hand, Lenders and the Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, . The Borrower further acknowledges and agrees that it is responsible for making its AmericasActive:16835968.116835968.6 72 own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim, and hereby waives and releases any claim to the fullest extent permitted by law, that any Lender or the Administrative Agent (x) has rendered advisory services of any nature or respect, (y) has committed a breach of agency, fiduciary or similar duty, or (z) owes a duty of agency, fiduciary or similar duty to the Borrower, in each case in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Ohio Power Co)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, each Bookrunner, the L/C IssuerIssuing Bank, each Other Agent the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of each Borrower, its stockholders and/or its Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and such Borrower, its stockholders or its Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (ix) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (iiy) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of any Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that such Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (iib) in connection therewith with this Agreement and with the process leading theretotransactions contemplated hereby, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates or any other obligation to the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto thereto, other than the obligations expressly set forth in the Loan Documents (irrespective of whether provided that any Lender that has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) matters may have obligations in favor of the Borrower, its stockholders or any other obligation to Borrower exceptits Affiliates pertaining thereto), the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors with respect to this Agreement and the transactions contemplated hereby to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respectrespect with respect to this Agreement and the transactions contemplated hereby, or owes a fiduciary or similar duty with respect to Borrowerthis Agreement and the transactions contemplated hereby, other than the obligations expressly set forth in connection with such transaction or the process leading thereto.Loan Documents. CHAR1\1732468v1CHAR1\1735441v5
Appears in 1 contract
Sources: Credit Agreement (Mosaic Co)
No Fiduciary Duty. The Administrative Agent, each Lender, each ArrangerCompany, the L/C Issuer, each Other Agent and their respective Affiliates (collectively, solely for purposes of this paragraphFounding Companies, the “Lenders”)Subsidiaries and the Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Securities or any other services the Underwriters may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisorybe providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship or fiduciary or between the Company, the Founding Companies, the Subsidiaries, Selling Stockholders and any other implied duty between any Lender or any Agentperson, on the one hand, and Borrower, its stockholders or its Affiliatesthe Underwriters, on the other hand. The Credit Parties acknowledge and agree that other, exists; (iii) the transactions contemplated by Underwriters are not acting as advisors, expert or otherwise, to either the Credit Documents (including Company, the exercise Founding Companies, the Subsidiaries or the Selling Stockholders, including, without limitation, with respect to the determination of rights the public offering price of the Stock, and remedies hereunder and thereunder) are arm’s-length commercial transactions such relationship between the Lenders Company, the Founding Companies, the Subsidiaries and the Administrative AgentSelling Stockholders, on the one hand, and Borrowerthe Underwriters, on the other handother, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company, the Founding Companies, the Subsidiaries or Selling Stockholders shall be limited to those duties and obligations specifically stated herein and (iiiv) in connection therewith the Underwriters and with their respective affiliates may have interests that differ from those of the process leading theretoCompany, (x) no Lender the Founding Companies, the Subsidiaries and no Agent has assumed an advisory the Selling Stockholders. The Company, the Founding Companies, the Subsidiaries and the Selling Stockholders hereby waive any claims that the Company, the Founding Companies, the Subsidiaries or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates the Selling Stockholders may have against the Underwriters with respect to the transactions contemplated hereby (or the exercise any breach of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, to the extent it deemed appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretothis offering.
Appears in 1 contract
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and the Guarantors, its their respective stockholders and/or its Affiliatestheir affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise and nothing in connection with the transactions related thereto will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower and any Guarantor, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (ia) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, the Borrower on the other hand13911654.6 other, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or any Guarantor, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or any Guarantor except the obligations expressly set forth in the Credit Loan Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or any Guarantor, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any Guarantor, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Linn Energy, LLC)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatestheir affiliates. The Borrower agrees (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower acknowledge and agree that (i) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, or its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Person, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Co-Administrative Agents, the Collateral Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent DIP Creditor and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersDIP Creditors”), may have economic interests that conflict with those of Borrowerthe Company and the Subsidiaries, its stockholders equityholders and/or its Affiliates. Borrower agrees The Company hereby agrees, on behalf of itself and each of the other Credit Parties, that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentDIP Creditor, on the one hand, and Borrowerthe Company, its stockholders the other Credit Parties, and their respective Subsidiaries, equityholders or its Affiliates, on the other handother. The Company acknowledges and agrees, on behalf of itself and each of the other Credit Parties acknowledge and agree Parties, that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentDIP Creditors, on the one hand, and Borrowerthe Credit Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent DIP Creditor has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Company, its stockholders or its the other Credit Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender DIP Creditor has advised, is currently advising or will advise Borrowerthe Company, its stockholders the other Credit Parties, and their respective Subsidiaries, equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Credit Parties except the obligations expressly set forth in the Credit Documents and (y) each Lender DIP Creditor is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Company, its the other Credit Parties, or their respective management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that , and (iv) it will not claim that any Lender Agent, or the Administrative Agent DIP Creditor has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Agent or DIP Creditor shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lenderthe Collateral Agent, each Arranger, the L/C IssuerIssuing Bank, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrower and its Subsidiaries, its stockholders equityholders and/or its Affiliates. The Borrower agrees hereby agrees, on behalf of itself and each of the other Loan Parties, that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees, on behalf of itself and each of the other Loan Parties, that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Loan Parties, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its the other Loan Parties, their respective equityholders and/or Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders the other Loan Parties, and their respective Subsidiaries, equityholders or its Affiliates on other matters) or any other obligation to Borrower except, the Loan Parties except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its the other Loan Parties, or their respective management, stockholdersequityholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower , (iii) it has consulted its own legal and financial advisors, advisors to the extent it has deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions the Transactions and the process leading thereto. Borrower agrees that , and (iv) it will not claim that any Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, it in connection with such transaction or the process leading thereto, and agrees that each Arranger, Co-Syndication Agent, Co-Documentation Agent, Agent, Issuing Bank or Lender shall have no liability (whether direct or indirect) in respect of such a claim or to any other Person asserting such a claim on its behalf.
Appears in 1 contract
No Fiduciary Duty. The Administrative Each Agent, each LenderIssuer, the Syndication Agent, each Arranger, the L/C IssuerDocumentation Agent, each Other Agent Joint Lead Arranger and Bookrunner and each Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliatesthe Borrowers and their Subsidiaries. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any the Lender or any AgentParties and the Borrowers, on the one handtheir Subsidiaries, and Borrower, its their stockholders or its Affiliates, on the their other handaffiliates. The Credit Parties acknowledge Each Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowersuch Borrower and its applicable Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of Borrowers or any of its Subsidiaries, or their respective management, stockholders, creditors or any other Person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, any Borrower or any of its stockholders or its Affiliates Subsidiaries with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising any Borrower or will advise Borrower, any of its stockholders or its Affiliates Subsidiaries on other matters) or any other obligation to the U.S. Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, Borrower and not as its Subsidiaries have consulted their own legal and financial advisors to the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Personextent they have deemed appropriate. Each Borrower further acknowledges and agrees that Borrower has consulted it and each of its own legal and financial advisors, to the extent it deemed appropriate, and that it Subsidiaries is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not, and will cause each of its Subsidiaries not to, claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Borrower or any of its Subsidiaries, in connection with such transaction transactions or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Syndication Agent, the Documentation Agent, each Arranger, the L/C Issuer, Joint Lead Arranger and Bookrunner and each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, the Borrower and its stockholders and/or its AffiliatesSubsidiaries. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any the Lender or any AgentParties and the Borrower, on the one hand, and Borrowerits Subsidiaries, its stockholders or its Affiliates, on the other handaffiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrower and its applicable Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any of its Subsidiaries, or their respective management, stockholders, creditors or any other Person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, the Borrower or any of its stockholders or its Affiliates Subsidiaries with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising the Borrower or will advise Borrower, any of its stockholders or its Affiliates Subsidiaries on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, of the Borrower and not as its Subsidiaries have consulted their own legal and financial advisors to the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Personextent they have deemed appropriate. The Borrower further acknowledges and agrees that Borrower has consulted it and each of its own legal and financial advisors, to the extent it deemed appropriate, and that it Subsidiaries is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not, and will cause each of its Subsidiaries not to, claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in connection with such transaction transactions or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
No Fiduciary Duty. The Administrative Each Agent, each LenderCo-Syndication Agent, the Documentation Agent, each Co-DocumentationManaging Agent, each Lead Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties Obligors acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Hanesbrands Inc.)
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Syndication Agent and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrower, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, to the extent it deemed appropriate, and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Cit Group Inc)
No Fiduciary Duty. The Administrative Each Agent, each Co-Syndication Agent, each Co-Documentation Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent, any Co-Syndication Agent, any Co-Documentation Agent, or any other Person by reason of this Agreement or any other Loan Document.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Guarantor, its stockholders and/or its Affiliatesaffiliates. Each of the Borrower and the Guarantor agrees that nothing in the Credit Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Guarantor, its stockholders or its Affiliatesaffiliates, on the other hand. The Credit Parties parties hereto acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and the Guarantor, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Guarantor, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender ▇▇▇▇▇▇ has advised, is currently advising or will advise Borrowerthe Guarantor, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Guarantor, its management, stockholders, affiliates, creditors or any other Person. Each of the Borrower and the Guarantor acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectively, solely for purposes of transaction contemplated by this paragraph, Agreement is an arm’s-length commercial transaction between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one handArrangers, the Issuing Banks and Borrowerthe Lenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent, the Arrangers, the Issuing Banks or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent, the Arrangers, the Issuing Banks and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent, the Arrangers, the Issuing Banks nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent, the Arrangers, the Issuing Banks and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim assert any claims that any Lender or Loan Party may have against the Administrative Agent has rendered advisory services Agent, the Arrangers, the Issuing Banks or any Lender based on any breach or alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoduty. Material Non-Public Information.
Appears in 1 contract
Sources: Credit Agreement (Concentra Group Holdings Parent, Inc.)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Joint Lead Arranger, the L/C Issuereach Joint Bookrunner, each Other Agent Issuing Bank, Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrower, its stockholders or its Affiliates, on the other handother. The Credit Parties acknowledge and agree that (ia) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrower, on the other handother, and (iib) in connection therewith and with the process leading thereto, (xi) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, except the obligations expressly set forth in the Credit Documents and (yii) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Aurora Diagnostics Holdings LLC)
No Fiduciary Duty. The Each of the Administrative Agent, each Lenderthe Swingline Bank, each Arranger, the L/C Issuer, Lender and each Other Agent and of their respective Affiliates and their officers, directors, controlling persons, employees, agents and KPSC Case No. 2011-00401 Attorney General's Initial Data Requests Dated January 13, 2012 Item No. 34 62 Attachment 3 Page 66 of 115 advisors (collectively, solely for purposes of this paragraphSection 8.15, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agent, on the one hand, Lenders and the Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other person, (xiii) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates the Borrower with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender or any of its Affiliates has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates the Borrower on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, . The Borrower further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Guarantor and the Borrower Group Companies, its their stockholders and/or its Affiliatestheir affiliates. Each Borrower Group Company agrees that nothing in the Credit Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowersuch Borrower Group Company, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Grantor and the Borrower Group Companies acknowledge and agree that (i) the transactions contemplated by the Credit Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower Group Companies, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Guarantor or any Borrower Group Company, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Guarantor or any Borrower Group Company, its stockholders or its Affiliates on other matters) or any other obligation to any Borrower except, Group Company except the obligations expressly set forth in the Credit Financing Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Guarantor or any Borrower Group Company, its management, stockholders, creditors or any other Person. Each Borrower Group Company acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower Group Company agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Guarantor or such Borrower Group Company, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Facility Agreement (Fly Leasing LTD)
No Fiduciary Duty. The Administrative Each Agent, each Documentation Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), ) may have economic interests that conflict with those of the Borrower, its stockholders and/or its Affiliatesaffiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its stockholders or its Affiliates, on the other handaffiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto. None of the Arrangers identified on the cover page or signature pages of this Agreement shall have any rights, powers, obligations, liabilities, responsibilities or duties under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as a Lender hereunder. Without limiting any other provision of this Article, none of such Arrangers in their respective capacities as such shall have or be deemed to have any fiduciary relationship with any Lender, the Administrative Agent, any Documentation Agent, or any other Person by reason of this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
No Fiduciary Duty. The Administrative Each Agent, each Lender, each the Arranger, the L/C IssuerBookrunner, each Other Agent the Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers, its their respective stockholders and/or its their respective Affiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its their respective stockholders or its their respective Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrowers, its their stockholders or its their respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the Borrowers except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that Borrower has the Borrowers have consulted its their own legal and financial advisors, advisors to the extent it each deemed appropriate, appropriate and that it each is responsible for making its own respective independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Fairmount Santrol Holdings Inc.)
No Fiduciary Duty. The Administrative Agent, each Lenderthe Syndication Agents, the Joint Lead Arrangers, the Joint Bookrunning Managers, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrowerthe Borrowers, its their stockholders and/or its Affiliatesaffiliates. Each Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrowers, its their stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Holdings and the Borrowers each acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and BorrowerBorrowers, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory CREDIT AGREEMENT JOHNSONDIVERSEY, INC. or fiduciary responsibility in favor of BorrowerBorrowers, its their stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrowers, its their stockholders or its Affiliates their affiliates on other matters) or any other obligation to Borrower except, Borrowers except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrowers, its their management, stockholders, creditors or any other Person. Holdings and each Borrower acknowledges acknowledge and agrees agree that Holdings and each Borrower has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Holdings and each Borrower agrees agree that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Holdings or any Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative Each Agent, each Lender, each Arrangerthe Arrangers, the L/C IssuerBookrunners, each Other Agent the Issuing Bank, the Swing Line Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its their respective stockholders and/or its their respective Affiliates. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and the Borrower, its respective stockholders or its their respective Affiliates, on the other handother. The Credit Loan Parties acknowledge and agree that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and the Borrower, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has have consulted its own legal and financial advisors, advisors to the extent it each deemed appropriate, appropriate and that it each is responsible for making its own respective independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Covia Holdings Corp)
No Fiduciary Duty. The Administrative Agent, In connection with all aspects of each Lender, each Arrangertransaction contemplated by this Agreement, the L/C IssuerBorrower acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that (i) each Other Agent and their respective Affiliates (collectivelytransaction contemplated by this Agreement is an arm’s-length commercial transaction, solely for purposes of this paragraph, between the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLoan Parties, on the one hand, and Borrower, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders Administrative Agent and the Administrative Agent, on the one hand, and BorrowerLenders, on the other hand, and (ii) in connection therewith with each such transaction and with the process leading thereto, the Administrative Agent and the Lenders will act solely as principals and not as agents or fiduciaries of the Loan Parties or any of their stockholders, affiliates, creditors, employees or any other party, (xiii) no neither the Administrative Agent nor any Lender and no Agent has assumed will assume an advisory or fiduciary responsibility in favor of Borrower, its stockholders the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Administrative Agent or any Lender has advised, advised or is currently advising or will advise Borrower, its stockholders or its Affiliates any Loan Party on other matters) and neither the Administrative Agent nor any Lender will have any obligation to any Loan Party or any other obligation of its Affiliates with respect to Borrower except, the transactions contemplated in this Agreement except the obligations expressly set forth herein, (iv) the Administrative Agent and each Lender may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Documents Loan Parties and their affiliates, and (yv) each neither the Administrative Agent nor any Lender is acting solely as principalhas provided or will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Loan Parties have consulted and will consult their own legal, accounting, regulatory, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, tax advisors to the extent it deemed deems appropriate. The matters set forth in this Agreement and the other Loan Documents reflect an arm’s-length commercial transaction between the Loan Parties, on the one hand, and that it is responsible for making its own independent judgment with respect to such transactions the Administrative Agent and the process leading theretoLenders, on the other hand. The Borrower agrees that it will the Loan Parties shall not claim assert any claims that any Lender or Loan Party may have against the Administrative Agent has rendered advisory services or any Lender based on any breach or alleged breach of any nature fiduciary duty. DELPHI AUTOMOTIVE PLC, DELPHI AUTOMOTIVE LLP, DELPHI AUTOMOTIVE HOLDINGS US LIMITED DELPHI CORPORATION JPMORGAN CHASE BANK, N.A. ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 Section 1.2 Certain Other Terms 5 ARTICLE II GRANT OF SECURITY INTEREST 6 Section 2.1 Collateral 6 Section 2.2 Grant of Security Interest in Collateral 7 Section 2.3 Cash Collateral Accounts 7 Section 2.4 Foreign Grantors 8 ARTICLE III REPRESENTATIONS AND WARRANTIES 8 Section 3.1 Title; No Other Liens 8 Section 3.2 Perfection and Priority 8 Section 3.3 Jurisdiction of Organization; Chief Executive Office 9 Section 3.4 Inventory and Equipment 9 Section 3.5 Pledged Collateral 9 Section 3.6 Accounts 9 Section 3.7 Intellectual Property 10 Section 3.8 Deposit Accounts; Securities Accounts 10 Section 3.9 Commercial Tort Claims 10 ARTICLE IV COVENANTS 11 Section 4.1 Generally 11 Section 4.2 Maintenance of Perfected Security Interest; Further Documentation 11 Section 4.3 Changes in Locations, Name, Etc. 11 Section 4.4 Pledged Collateral 11 Section 4.5 Accounts 13 Section 4.6 Delivery of Instruments and Chattel Paper 13 Section 4.7 Intellectual Property 13 Section 4.8 Notice of Commercial Tort Claims 15 Section 4.9 Controlled Accounts 15 ARTICLE V REMEDIAL PROVISIONS 15 Section 5.1 Code and Other Remedies 15 Section 5.2 Accounts and Payments in Respect of General Intangibles 16 Section 5.3 Pledged Collateral 17 Section 5.4 Proceeds to be Turned Over To Administrative Agent 18 Section 5.5 Registration Rights 18 Section 5.6 Deficiency 19 ARTICLE VI THE ADMINISTRATIVE AGENT 19 Section 6.1 Administrative Agent’s Appointment as Attorney-in-Fact 19 Section 6.2 Duty of Administrative Agent 21 Section 6.3 Authorization of Financing Statements 21 Section 6.4 Authority of Administrative Agent 21 ARTICLE VII MISCELLANEOUS 22 Section 7.1 Amendments in Writing 22 Section 7.2 Notices 22 Section 7.3 No Waiver by Course of Conduct; Cumulative Remedies 22 Section 7.4 Successors and Assigns 22 Section 7.5 Counterparts 22 Section 7.6 Severability 23 Section 7.7 Section Headings 23 Section 7.8 Entire Agreement 23 Section 7.9 Governing Law; Waiver of Jury Trial 23 Section 7.10 Additional Grantors 23 Section 7.11 Release of Collateral 23 Section 7.12 Reinstatement 24 Section 7.13 Administrative Agent 24 Section 7.14 Keepwell 24 Section 7.15 Amended and Restatement 25 Annex 1 Form of Joinder Agreement Annex 2 Form of Short Form Copyright Security Agreement Annex 3 Form of Short Form Patent Security Agreement Annex 4 Form of Short Form Trademark Security Agreement Schedule 1 Jurisdiction of Organization; Principal Executive Office; Other Names; Extraordinary Transactions Schedule 2 Pledged Collateral Schedule 3 Filings Schedule 4 Location of Inventory and Equipment Schedule 5 Intellectual Property Schedule 6 Bank Accounts; Control Accounts Schedule 7 Commercial Tort Claims AMEMDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 1, 2013 (this “Agreement”), among DELPHI AUTOMOTIVE PLC, a public limited company incorporated under the laws of Jersey (“Parent”), DELPHI AUTOMOTIVE LLP, a limited liability partnership formed under the law of England and Wales (“UK Holdco”), DELPHI AUTOMOTIVE HOLDINGS US LIMITED (formerly known as Delphi Holdings S.a.r.l.), a limited company incorporated under the laws of Jersey (“Intermediate Holdco”), DELPHI CORPORATION, a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or respectthat becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, or owes a fiduciary or similar duty to Borrowercollectively, the “Grantors”), in connection favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity together with its successors in such transaction or capacity, the process leading thereto“Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
Appears in 1 contract
No Fiduciary Duty. The Administrative Each Agent, the Co-Syndication Agents, the Documentation Agent, each LenderJoint Lead Arranger and Bookrunner, each Arranger, the L/C Issuer, Issuer and each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “LendersLender Parties”), may have economic interests that conflict with those of Borrower, the Borrower and its stockholders and/or its AffiliatesSubsidiaries. The Borrower agrees that nothing in the Credit Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any the Lender or any AgentParties and the 149-149- Borrower, on the one hand, and Borrowerits Subsidiaries, its stockholders or its Affiliates, on the other handaffiliates. The Credit Parties acknowledge Borrower acknowledges and agree agrees that (i) the transactions contemplated by the Credit Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLender Parties, on the one hand, and Borrowerthe Borrower and its applicable Subsidiaries, on the other handother, and (ii) in connection therewith and with the process leading theretoto such transaction each of the Lender Parties is acting solely as a principal and not the agent or fiduciary of the Borrower or any of its Subsidiaries, or their respective management, stockholders, creditors or any other Person, (xiii) no Lender and no Agent Party has assumed an advisory or fiduciary responsibility in favor of Borrower, the Borrower or any of its stockholders or its Affiliates Subsidiaries with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender Party or any of its affiliates has advised, advised or is currently advising the Borrower or will advise Borrower, any of its stockholders or its Affiliates Subsidiaries on other matters) or any other obligation to the Borrower except, except the obligations expressly set forth in the Credit Loan Documents and (yiv) each Lender is acting solely as principal, of the Borrower and not as its Subsidiaries have consulted their own legal and financial advisors to the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Personextent they have deemed appropriate. The Borrower further acknowledges and agrees that Borrower has consulted it and each of its own legal and financial advisors, to the extent it deemed appropriate, and that it Subsidiaries is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not, and will cause each of its Subsidiaries not to, claim that any Lender or the Administrative Agent Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowerthe Borrower or any of its Subsidiaries, in connection with such transaction transactions or the process leading thereto.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
No Fiduciary Duty. The Administrative AgentEach of the Company and the Parent Guarantor hereby acknowledges that in connection with the offering of the Certificates: (a) the Underwriters have acted at arm’s length, each Lender, each Arrangerare not agents and owe no fiduciary duties to, the L/C IssuerCompany, each Other Agent the Parent Guarantor or any other person, (b) the Underwriters owe the Company and the Parent Guarantor only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (c) the Underwriters may have interests that differ from those of the Company and the Parent Guarantor. The Company and the Parent Guarantor acknowledge that the Underwriters and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), affiliates may have economic provide financing or other services to parties whose interests that may conflict with those of Borrowerthe Company and the Parent Guarantor and may enter into transactions in the Company’s and/or the Parent Guarantor’s common stock or other securities, including the Certificates, for their accounts and their customers’ accounts. Each of the Company and the Parent Guarantor acknowledges that it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that it is seeking and will rely on the advice of its stockholders and/or its Affiliatesown professionals and advisors for such matters and that it will make an independent analysis and decision regarding the offering of the Certificates based upon such advice. Borrower Each of the Company and the Parent Guarantor agrees that nothing in it will determine, without reliance upon the Credit Documents Underwriters or otherwise will be deemed to create an advisorytheir affiliates, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any Agentthe economic risks and merits, on as well as the one handlegal, regulatory, tax and Borroweraccounting characterizations and consequences, its stockholders or its Affiliates, on the other hand. The Credit Parties acknowledge and agree that (i) of the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative Agent, on the one hand, and Borrower, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except, the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal, and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors, to the extent it deemed appropriateherein, and that it is responsible for making capable of assuming the risks of entering into the transactions described herein. Each of the Company and the Parent Guarantor acknowledges that the Underwriters are not in the business of providing tax advice, that it has received tax advice from its own independent judgment tax advisors with respect appropriate expertise to assess any tax risks and that its senior executives at appropriate management positions have been apprised of such transactions tax advice (and, if applicable, any tax risks) and the process leading theretoUnderwriters’ disclaimers relating to tax matters. Borrower agrees that Each of the Company and the Parent Guarantor waives to the full extent permitted by applicable law any claims it will not claim that any Lender or may have against the Administrative Agent has rendered advisory services Underwriters arising from an alleged breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction the offering of the Certificates and agrees that no Underwriter shall have any liability (whether direct or indirect) to either the Company or the process leading theretoParent Guarantor in respect of such a fiduciary duty claim.
Appears in 1 contract
No Fiduciary Duty. The Administrative Agent, each Lender, each Arranger, the L/C Issuer, each Other Agent Lender and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its the Servicer, their stockholders and/or its Affiliatestheir affiliates. The Borrower agrees and the Servicer (collectively, solely for purposes of this paragraph, the “Credit Parties”) each agree that nothing in the Credit Transaction Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender or any AgentLender, on the one hand, and Borrowerthe Borrower or the Servicer, its stockholders or its Affiliatesaffiliates, on the other handother. The Credit Parties Borrower and the Servicer acknowledge and agree that (i) the transactions contemplated by the Credit Transaction Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders and the Administrative AgentLenders, on the one hand, and Borrowerthe Borrower and the Servicer, on the other handother, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrowerthe Borrower or the Servicer, its stockholders or its Affiliates affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowerthe Borrower or the Servicer, its stockholders or its Affiliates on other matters) or any other obligation to the Borrower except, or the Servicer except the obligations expressly set forth in the Credit Transaction Documents and (y) each Lender is acting solely as principal, principal and not as the agent or fiduciary of Borrowerthe Borrower or the Servicer, or its management, stockholders, creditors or any other Person. Each of the Borrower and the Servicer acknowledges and agrees that Borrower it has consulted its own legal and financial advisors, advisors to the extent it deemed appropriate, appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Borrower and the Servicer agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrowersuch Person, in connection with such transaction or the process leading thereto.
Appears in 1 contract
No Fiduciary Duty. The Administrative AgentIssuer, the Endurance Guarantors, and upon execution and delivery of the Purchase Agreement Joinder, each Lender, each Arranger, of the L/C Issuer, each Other Agent Constant Contact Guarantors acknowledges and their respective Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Borrower, its stockholders and/or its Affiliates. Borrower agrees that nothing in connection with this offering, or any other services the Credit Documents or otherwise will Initial Purchasers may be deemed to create an advisorybe providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) no fiduciary or agency relationship or fiduciary or between the Issuer, any Guarantor and any other implied duty between any Lender or any Agentperson, on the one hand, and Borrower, its stockholders or its Affiliatesthe Initial Purchasers, on the other hand. The Credit Parties acknowledge and agree that other, exists; (ib) the transactions contemplated by Initial Purchasers are not acting as advisors, expert or otherwise, to the Credit Documents (including Issuer or the exercise Guarantors, including, without limitation, with respect to the determination of rights the purchase price of the Notes, and remedies hereunder and thereunder) are arm’s-length commercial transactions such relationship between the Lenders Issuer and the Administrative AgentGuarantors, on the one hand, and Borrowerthe Initial Purchasers, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender and no Agent has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advisedother, is currently entirely and solely commercial, based on arms-length negotiations; (c) none of the Representatives nor any other Initial Purchaser is advising or will advise Borrowerthe Issuer, its stockholders or its Affiliates on other matters) the Guarantors or any other obligation person as to Borrower exceptany legal, tax, investment, accounting or regulatory matters in any jurisdiction; (d) any duties and obligations that the Initial Purchasers may have to the Issuer and the Guarantors shall be limited to those duties and obligations expressly set forth in specifically stated herein; (e) the Credit Documents Initial Purchasers and their respective affiliates may have interests that differ from those of the Issuer and the Guarantors; and (yf) each Lender is acting solely as principal, the Issuer and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person. Borrower acknowledges and agrees that Borrower has Guarantors have consulted its their own legal and financial advisors, advisors to the extent it they deemed appropriate, . Each of the Issuer and the Guarantors hereby waives any claims that it is responsible for making its own independent judgment the Issuer and the Guarantors may have against the Initial Purchasers with respect to such transactions and the process leading thereto. Borrower agrees that it will not claim that any Lender or the Administrative Agent has rendered advisory services breach of any nature or respect, or owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading theretoNotes.
Appears in 1 contract
Sources: Purchase Agreement (Endurance International Group Holdings, Inc.)