Common use of Delineation of Responsibilities Clause in Contracts

Delineation of Responsibilities. (a) The Parties agree that neither ▇▇▇▇▇ Fargo, in its individual capacity and in its capacity as the Resigning Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Successor Agent from and after the Effective Date pursuant to this Agreement, the Credit Agreement or the other Loan Documents or any of the transactions contemplated thereby. (b) The Parties (other than the Resigning Agent) agree that WSFS, in its individual capacity and in its capacity as the Successor Agent, shall bear no responsibility or liability for any actions taken or omitted to be taken by ▇▇▇▇▇ Fargo, in its capacity as the Resigning Agent pursuant to this Agreement, the Credit Agreement or the other Loan Documents or the transactions contemplated thereby. (c) The Resigning Agent agrees, at the Borrower’s expense, to execute and deliver such instruments (including, for the avoidance of doubt, the Perfection and Assignment Documents (as defined below)) as may be prepared by the Borrower (or its designee) and/or by the Successor Agent (or its designee) and are in form and substance reasonably satisfactory to the Borrower and, as applicable, the Resigning Agent, and shall do such other things as the Successor Agent may reasonably request so as to more fully and certainly vest and confer upon the Successor Agent the rights, powers, privileges and duties described in Section 2 above. It is understood and agreed that the Resigning Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies) under the Loan Documents unless expressly and reasonably requested in writing by the Successor Agent. The Resigning Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Resigning Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Resigning Agent may, at the Borrower’s expense, consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Notwithstanding the foregoing, the Resigning Agent shall be reasonably satisfied that the delivery of any information requested of it would not breach any confidentiality restrictions binding on it and, provided further, that nothing in this paragraph shall require the Resigning Agent to incur any expenses or liabilities for which it would not be entitled to reimbursement or indemnification under this Agreement or the Loan Documents.

Delineation of Responsibilities. It is understood and agreed that (ax) The Parties agree that neither ▇▇▇▇▇ Fargo, in its individual capacity and in its capacity as the Successor Agent, and its Affiliates shall bear no responsibility and shall not be liable for (A) any actions taken or omitted to be taken by the Resigning Agent or any of its Affiliates, or that otherwise occurred, prior to the Effective Date and (B) any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Effective Date and (y) the Resigning Agent shall not bear any responsibility or be liable for (A) any actions taken or omitted to be taken by the Successor Agent (or its successors), or that otherwise occur, from and after the Effective Date and (B) any and all claims under or related to the Loan Documents that may arise or accrue from events occurring from and after the Effective Date. Each of Holdings and the Luxembourg Borrower, with respect to their applicable indemnification obligations under the Loan Documents, hereby agrees and confirms that the Successor Agent’s and its Affiliates’ right to indemnification, as set forth in the Loan Documents, shall apply with respect to any and all losses, claims, damages, liabilities and related expenses that the Successor Agent or any of its Affiliates suffers, incurs or is threatened with relating to actions taken or omitted by any of the parties to this Amendment prior to the Effective Date. The parties hereto agree that neither CS, in its individual capacity or in its capacity as the Resigning Agent, nor any of its Affiliates, shall bear any responsibility or liability for any actions taken or omitted to be taken by the Successor Agent from and after the Effective Date pursuant to under this AgreementAmendment, the Amended Credit Agreement or the other Loan Documents or any of the transactions contemplated thereby. (b) The Parties (other than the Resigning Agent) agree that WSFS, in its individual capacity and in its capacity as the Successor Agent, shall bear no responsibility or liability for any actions taken or omitted to be taken by ▇▇▇▇▇ Fargo, the Successor Agent in its capacity as the Resigning Agent pursuant to this Agreement, the Credit Agreement or the other Loan Documents or connection with the transactions contemplated hereby or thereby. (c) The Resigning Agent agrees, at the Borrower’s expense, to execute and deliver such instruments (including, for the avoidance of doubt, the Perfection and Assignment Documents (as defined below)) as may be prepared by the Borrower (or its designee) and/or by the Successor Agent (or its designee) and are in form and substance reasonably satisfactory to the Borrower and, as applicable, the Resigning Agent, and shall do such other things as the Successor Agent may reasonably request so as to more fully and certainly vest and confer upon the Successor Agent the rights, powers, privileges and duties described in Section 2 above. It is understood and agreed that the Resigning Agent shall not be required to take any action or exercise any right, power or privilege (including, without limitation, the exercise of any rights or remedies) under the Loan Documents unless expressly and reasonably requested in writing by the Successor Agent. The Resigning Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person. The Resigning Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Resigning Agent may, at the Borrower’s expense, consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Notwithstanding the foregoing, the Resigning Agent shall be reasonably satisfied that the delivery of any information requested of it would not breach any confidentiality restrictions binding on it and, provided further, that nothing in this paragraph shall require the Resigning Agent to incur any expenses or liabilities for which it would not be entitled to reimbursement or indemnification under this Agreement or the Loan Documents.