No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 9 contracts
Sources: Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the such Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 9 contracts
Sources: Credit Agreement (Mastec Inc), Term Loan Agreement (Mastec Inc), Credit Agreement (Mastec Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger, nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 8 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 7 contracts
Sources: Assignment, Acceptance and Amendment No. 5 to Amended and Restated Credit Agreement (Abrdn Asia-Pacific Income Fund, Inc.), Credit Agreement (Abrdn Asia-Pacific Income Fund, Inc.), Credit Agreement (Abrdn Asia-Pacific Income Fund, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the each Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the each Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby; provided that the foregoing shall not be deemed to release Bank of America from any obligations expressly set forth herein.
Appears in 7 contracts
Sources: Fifth Amended and Restated Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor any Arranger or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 7 contracts
Sources: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 7 contracts
Sources: Term Loan Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 6 contracts
Sources: Credit Agreement (Barings Private Credit Corp), Credit Agreement (Oaktree Gardens OLP, LLC), Credit Agreement (Lord Abbett Private Credit Fund)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower and each other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Credit Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on the other hand, (B) each of Borrower and the Borrower other Credit Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Credit Party or any of its their respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers nor any Lender or the Lenders has any obligation to the Borrower Borrower, any other Credit Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan DocumentsCredit Documents or in other written agreements between the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers or any Lender on one hand and Borrower, any other Credit Party or any of their respective Affiliates on the other hand; and (iii) the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, or conflict with, those of Borrower, the Borrower other Credit Parties and its their respective Affiliates, and neither none of the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, nor any Lender the Arrangers or the Lenders has any obligation to disclose any of such interests to the Borrower Borrower, any other Credit Party or any of their respective Affiliates. Each Credit Party agrees that nothing in the Credit Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers and the Lenders, on the one hand, and such Credit Party, its Affiliatesstockholders or its affiliates, on the other. To the fullest extent permitted by Lawlaw, the each of Borrower and each other Credit Party hereby waives and releases any claims that it may have against the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agents, the Lead Arrangers, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby (other than any agency or fiduciary duty expressly set forth in an any engagement letter referenced in clause (ii)(A)).
Appears in 6 contracts
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Las Vegas LLC)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 6 contracts
Sources: Credit Agreement (BJs RESTAURANTS INC), Credit Agreement (BJs RESTAURANTS INC), Credit Agreement (BJs RESTAURANTS INC)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument or any syndication of the credit facility provided hereunder), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agents and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersArrangers, and each of their respective Affiliates, on the other hand, (B) the Borrower it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative AgentAgents, the Arrangers and each Lender is and the Borrower has been acting solely under this Agreement and the other Loan Documents as a principal and, except as expressly agreed in writing by the relevant parties, independent contractors and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other party hereto, any Affiliates of its Affiliatesany other party hereto, or any other Person and (B) neither none of the Administrative AgentAgents, the Arrangers nor any Lender or the Borrower has any obligation to the Borrower each other or any of its to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, Agents or the Arrangers, nor any Lender Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Agents, the Arrangers and the Borrower hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the Arrangers or any Lender each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Agent and the Lenders acknowledges and agrees that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.
Appears in 6 contracts
Sources: Credit Agreement (DTE Electric Co), Five Year Credit Agreement (DTE Electric Co), Credit Agreement (DTE Electric Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Parent Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Parent Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the Lendersother Lead Arrangers, on the other hand, (B) the Parent Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Parent Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative each Agent, the Arrangers Lender and each Lender Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Parent Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative no Agent, the Arrangers nor any Lender or Lead Arranger has any obligation to the Parent Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative AgentAgents, the Arrangers Lenders and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor no Agent or any Lender Lead Arranger has any obligation to disclose any of such interests to the Parent Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower Borrowers hereby waives waive and releases release any claims that it may have against the Administrative any Agent, the Arrangers Lender or any Lender Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 6 contracts
Sources: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower Borrowers acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, each Arranger, each Syndication Agent, each Issuing Bank, the Arrangers Swingline Lender and the Lenders are arm’s-length commercial transactions between Holdings and the Borrower and its AffiliatesBorrowers, on the one hand, and the Administrative Agent, each Arranger, the Arrangers Syndication Agent, each Issuing Bank, the Swingline Lender and the Lenders, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, each Arranger, each Syndication Agent, each Issuing Bank, the Arrangers Swingline Lender and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Holdings or any of its AffiliatesSubsidiaries, or any other Person in connection with the Loan Documents and (B) neither the Administrative Agent, any Arranger, any Syndication Agent, any Issuing Bank, the Arrangers Swingline Lender nor any Lender has any obligation to the Borrower Holdings or any of its Affiliates Borrower with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, each Arranger, each Syndication Agent, each Issuing Bank, the Arrangers Swingline Lender and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings and the Borrower and its AffiliatesBorrowers, and neither the Administrative Agent, any Arranger, any Syndication Agent, any Issuing Bank, the Arrangers, Swingline Lender nor any Lender has any obligation to disclose any of such interests to the Borrower Holdings or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyBorrower.
Appears in 6 contracts
Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersJoint Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agents and the Joint Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, Agents nor the Joint Lead Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agents and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender no Agents or Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agents and the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 6 contracts
Sources: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, Agent and the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co), Securities Purchase Agreement (NOODLES & Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of and its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Credit Agreement (Compass Group Diversified Holdings LLC), Credit Agreement (5.11 Abr Corp.), Credit Agreement (Compass Group Diversified Holdings LLC)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Credit Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) each of the Administrative Agent, the Arrangers and each Lender is and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Lender Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Term Loan Agreement (Healthcare Trust of America Holdings, LP), Term Loan Agreement (Healthcare Realty Trust Inc), Credit Agreement (Healthcare Realty Trust Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument or any syndication of the credit facility provided hereunder), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, and each of their respective Affiliates, on the other hand, (B) the Borrower it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Arranger and each Lender is and the Borrower has been acting solely under this Agreement and the other Loan Documents as a principal and, except as expressly agreed in writing by the relevant parties, independent contractors and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other party hereto, any Affiliates of its Affiliatesany other party hereto, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor any Lender Arranger or the Borrower has any obligation to the Borrower each other or any of its to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, Agent or the Arrangers, nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Agent, the Arranger and the Borrower hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the Arrangers or any Lender each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Agent and the Lenders acknowledges and agrees that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.
Appears in 5 contracts
Sources: Term Loan Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co), Term Loan Credit Agreement (DTE Electric Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, JPMorgan and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers JPMorgan and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, JPMorgan and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, the Arrangers JPMorgan nor any Lender either Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iii) the Administrative Agent, JPMorgan and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad board range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, JPMorgan nor any Lender either Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender JPMorgan and each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent the Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Credit Agreement (Fortress Private Lending Fund), Credit Agreement (HPS Corporate Lending Fund), Omnibus Amendment to Loan Documents (Palmer Square Capital BDC Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Joint Arrangers, are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Arrangers, on the other hand, (B) each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and each Lender of the Joint Arrangers is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender Arranger has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Administrative Agent, Agent and each of the Joint Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (Valvoline Inc), Credit Agreement (Ashland Global Holdings Inc), Credit Agreement (Valvoline Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction the transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documenthereof), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers other Agents, the Arrangers, the LC Issuers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers other Agents, the Arrangers, the LC Issuers and the Lenders, Lenders on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentshereby; (ii) (A) the Administrative Agent, the Arrangers each other Agent, each Arranger, each LC Issuer and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers any other Agent, any Arranger, any LC Issuer nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsherein; and (iii) the Administrative Agent, the Arrangers other Agents, the Arrangers, the LC Issuers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany other Agent, any Arranger, any LC Issuer nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender other Agents, the Arrangers, the LC Issuers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co), Credit Agreement (Baltimore Gas & Electric Co)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers Lead Arrangers, the Co-Managers, the Joint Bookrunners and the Lenders, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; Documents (including any amendment, waiver or other modification hereof or thereof), (ii) (A) in connection with the Administrative Agentprocess leading to such transaction, each of the Agents, the Arrangers Lead Arrangers, the Co-Managers, the Joint Bookrunners and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the any Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (Biii) neither none of the Administrative Agents, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent, Lead Arranger, Co-Manager, Joint Bookrunner or Lender has advised or is currently advising such Borrower or any of its Affiliates on other matters) and none of the Arrangers nor any Lender Agents, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or the Lenders has any obligation to the any Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative AgentAgents, the Arrangers Lead Arrangers, the Co-Managers, the Joint Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the any Borrower and its Affiliates, and neither none of the Administrative AgentAgents, the Lead Arrangers, nor any Lender the Co-Managers, the Joint Bookrunners or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Lead Arrangers, the Co-Managers, the Joint Bookrunners and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the Borrower or any of its Affiliatesextent they have deemed appropriate. To Each Loan Party hereby waives and releases, to the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Arrangers or any Lender Lead Arrangers, the Co-Managers, the Joint Bookrunners and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.
(b) Each Loan Party acknowledges and agrees that each Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Parent Borrower, Holdings, any Investor, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or Affiliate thereof were not a Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or an Affiliate thereof (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners, Holdings, the Parent Borrower, any Investor or any Affiliate of the foregoing. Each Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners and any Affiliate thereof may accept fees and other consideration from Holdings, the Parent Borrower, any Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any aspect other Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners, Holdings, the Parent Borrower, any Investor or any Affiliate of the foregoing. Some or all of the Lenders, the Lead Arrangers, the Co-Managers and the Joint Bookrunners may have directly or indirectly acquired certain equity interests (including warrants) in Holdings, the Parent Borrower, an Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to Holdings, the Parent Borrower, an Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges and waives the potential conflict of interest resulting from any transaction contemplated herebysuch Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender, the Lead Arrangers, the Co-Managers, the Joint Bookrunners or any Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by Holdings, the Parent Borrower, an Investor or an Affiliate thereof.
Appears in 4 contracts
Sources: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent, each of the Arrangers Arranger and each Lender of the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their Affiliates. To the fullest extent permitted by Lawlaw, the Borrower Borrowers hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the Arrangers or any Lender Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: 364 Day Credit Agreement (Athene Holding Ltd.), 364 Day Credit Agreement (Athene Holding Ltd.), Credit Agreement (Athene Holding LTD)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender and the Lead Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender or Lead Arranger has any obligation to the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers each Lender and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any each Lender and each Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.), Credit Agreement (Holley Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers any Arranger and any book runner and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, any Arranger and any book runner and the Arrangers and each Lender Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger and any book runner nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers any Arranger and any book runner and each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger and any book runner nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger and any book runner and each of the Arrangers or any Lender Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Term Loan Agreement (Jack Henry & Associates Inc), Credit Agreement (Jack Henry & Associates Inc), Credit Agreement (Henry Jack & Associates Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the Lenders Banks are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the LendersBanks, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lead Arranger, each Bookrunner and each Lender Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Lead Arranger, any Bookrunner nor any Lender Bank has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany Lead Arranger, any Bookrunner nor any Lender Bank has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Lead Arranger, any Bookrunner or any Lender Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, the Issuing Lenders and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, the Issuing Lenders and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arrangers, the Issuing Lenders and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Arranger, nor any Issuing Lender, nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders Issuing Lenders, the Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersnor any Arranger, nor any Issuing Lender, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger, any Issuing Lender or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Sanmina Corp), Credit Agreement (Sanmina Corp), Credit Agreement (Sanmina Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person Person, and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Lenders, are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Aii)(A) the Administrative Agent, each of the Arrangers and each Lender of the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their Affiliates. To the fullest extent permitted by Lawlaw, the Borrower Borrowers hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD), Credit Agreement (Athene Holding LTD)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction Transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions Transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers Issuing Bank, the Arranger and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (Bii) neither the Administrative Agent, the Arrangers Issuing Bank, any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions Transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Issuing Bank, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the ArrangersIssuing Bank, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. The Borrower, on behalf of itself and each of its Subsidiaries, agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Issuing Bank, the Arranger, or any Lender, on the one hand, and the Borrower, any of its AffiliatesSubsidiaries, or their respective stockholders or affiliates, on the other. To the fullest extent permitted by Lawlaw, the each of Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.), Revolving Credit Agreement and Incremental Agreement (Palantir Technologies Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 4 contracts
Sources: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: that (ia)(i) no fiduciary, advisory or agency relationship between the Borrower and the Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Lender has advised or is advising the Borrower or any Subsidiary on other matters, (Aii) the arranging and other any services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Lender are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersLender, on the other hand, (Biii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Civ) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (ii) (Ab)(i) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and Person; (Bii) neither the Administrative Agent, the Arrangers nor any Lender has any no obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lender and the Lenders and their respective its Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any no obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Piper Sandler Companies), Credit Agreement (Piper Sandler Companies), Credit Agreement (Piper Sandler Companies)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent and each Arranger, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgent and each Arranger, the Arrangers and the Lenderseach of their respective Affiliates, on the other hand, (B) the Borrower it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger, the Arrangers Borrower, and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other party hereto, any Affiliates of its Affiliatesany other party hereto, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor Arrangers, the Borrower, or any Lender has any obligation to the Borrower each other or any of its to their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders each Arranger, each Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Administrative Agent, the Arranger, the Borrower and each Lender hereby waives and releases any claims that it they may have against the Administrative Agent, the Arrangers or any Lender each other with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. Each of the Administrative Agent and the Lenders acknowledge and agree that it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.
Appears in 3 contracts
Sources: Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Partners Lp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Transaction Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Facility Agent and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Facility Agent and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Transaction Documents; (ii) (A) the Administrative Agent, Facility Agent and the Arrangers and Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Facility Agent nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Transaction Documents; and (iii) the Administrative Facility Agent, the Arrangers and the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Facility Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Facility Agent and the Arrangers or any Lender Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Spruce Power Holding Corp), Credit Agreement (Spruce Power Holding Corp), Credit Agreement (Spruce Power Holding Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arranger are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arranger, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Agent and each Lender Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (B) neither the Administrative Agent, Agent nor the Arrangers nor any Lender Lead Arranger has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither the Administrative Agent, Agent nor the Arrangers, nor any Lender Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its AffiliatesSubsidiaries. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.), Revolving Credit Agreement (MSCI Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement and the other Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Credit Parties and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Credit Parties and the LendersJoint Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Credit Party and each Lender Joint Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Credit Party nor any Lender Joint Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Credit Parties and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Credit Party nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the The Borrower hereby waives and releases any claims agrees that it may have will not assert any claim against the Administrative Agent, the Arrangers any Credit Party or any Lender with respect to any breach or Joint Lead Arranger based on an alleged breach of agency or fiduciary duty by such Credit Party in connection with any aspect of any transaction this Agreement and the transactions contemplated hereby.
Appears in 3 contracts
Sources: Revolving Credit and Term Loan Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Fundamental Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders other Agents are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lendersother Agents, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Fundamental Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and each Lender is and other Agent has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender or other Agent has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Fundamental Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders other Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender or other Agent has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender Lenders and the other Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Transaction Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Facility Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Facility Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Transaction Documents; (ii) (A) the Administrative Agent, Facility Agent and each of the Joint Lead Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Facility Agent nor any Lender of the Joint Lead Arrangers or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Transaction Documents; and (iii) the Administrative Agent, Facility Agent and each of the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Facility Agent nor any Lender of the Joint Lead Arrangers or the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To The Borrower hereby agrees not to assert, and, to the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Facility Agent and each of the Joint Lead Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Omnibus Amendment to Transaction Documents (TriplePoint Private Venture Credit Inc.), Omnibus Amendment to Transaction Documents (TriplePoint Private Venture Credit Inc.), Receivables Financing Agreement (TriplePoint Private Venture Credit Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Timken Co), Credit Agreement (Timken Co), Credit Agreement (Heartland Payment Systems Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and Arrangers, each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Syndication Agent are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersSyndication Agent, on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Syndication Agent each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender the Syndication Agent has any obligation to the any Borrower or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Syndication Agent and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent, the Arrangers, Arrangers nor any Lender the Syndication Agent has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender and the Syndication Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lead Arranger and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lead Arranger and the Lenders, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Lead Arranger nor any Lender has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lead Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor Lead Arranger or any Lender has any obligation to disclose any of such interests to the Borrower such Borrowers or any of its Affiliates. To Each of the fullest extent permitted by Law, the Borrower hereby waives and releases any claims Borrowers further agrees that it may have will not assert any claim against the Administrative Agent, the Arrangers Lead Arranger or any Lender with respect to any breach or based on an alleged breach of agency or fiduciary duty by such Person in connection with any aspect of any transaction the Loan Documents or the transactions contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders Banks are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the LendersBanks, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender Bank has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany Arranger, nor any Lender Bank has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Term Loan Agreement (Avalonbay Communities Inc), Revolving Loan Agreement (Avalonbay Communities Inc), Revolving Loan Agreement (Avalonbay Communities Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of Borrower and the Borrower other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender Arranger has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of Borrower and the Borrower other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender Agent and Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Flow International Corp), Credit Agreement (Flow International Corp), Credit Agreement (Flow International Corp)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that: (i)(A) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’sarm's-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the Borrower is capable of evaluatingevaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (iiii)(A) (A) in connection with the process leading to such transaction, each of the Administrative Agent, the Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an a financial advisor, advisor, agent or fiduciary for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (B) neither none of the Administrative Agent, any of the Arrangers nor or any of the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower or any of its Affiliates with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and (C) none of the Administrative Agent, any of the Arrangers or any of the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Arranger or any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
(b) Each Loan Party acknowledges and agrees that each Lender, the Arrangers and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate thereof (or an agent or any other person with any similar role under the credit facilities) and without any duty to account therefor to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers and any Affiliate thereof may accept fees and other consideration from the Borrower or any Affiliate thereof for services in connection with this Agreement, the credit facilities or otherwise without having to account for the same to any other Lender, the Arrangers, the Borrower or any Affiliate of the foregoing.
Appears in 3 contracts
Sources: Credit Agreement (Telephone & Data Systems Inc /De/), Senior Term Loan Credit Agreement (United States Cellular Corp), Credit Agreement (United States Cellular Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Term Administrative Agent, the Joint Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Term Administrative Agent, the Joint Lead Arrangers and the Lenders, Lenders on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Term Administrative Agent, the Joint Lead Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, any of its Affiliates, Affiliates or any other Person and (B) neither none of the Term Administrative Agent, the Joint Lead Arrangers nor any Lender and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Term Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Term Administrative Agent, the Arrangers, nor any Lender Joint Lead Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Term Administrative Agent, the Joint Lead Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Term Loan Credit Agreement (Builders FirstSource, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan DocumentDocument and any communications in connection therewith), Ultimate Parent and the Borrower acknowledges Loan Parties acknowledge and agrees, and acknowledges its Affiliates’ understanding, agree that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between Ultimate Parent and the Borrower and its AffiliatesLoan Parties, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (Bii) Ultimate Parent and the Borrower has Loan Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, appropriate and (Ciii) Ultimate Parent and the Borrower is Loan Parties are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Lenders and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Ultimate Parent, the Borrower or any of its Affiliates, Loan Parties or any other Person and (Bii) neither the Administrative Agent, the Arrangers Agent nor any Lender nor any Arranger has any obligation to Ultimate Parent or the Borrower or any of its Affiliates Loan Parties with respect to the transactions contemplated hereby hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Ultimate Parent and the Borrower and its AffiliatesLoan Parties, and neither none of the Administrative Agent, the Arrangers, nor any Lender or any Arranger has any obligation to disclose any of such interests to Ultimate Parent or the Borrower or any of its AffiliatesLoan Parties. To the fullest extent permitted by Lawlaw, each of Ultimate Parent and the Borrower Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Lenders or any Lender Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Cash Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Term Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (New York Times Co), Credit Agreement (New York Times Co), Credit Agreement (New York Times Co)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between Holdings, the Borrower and its each of their Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenderstheir Affiliates, on the other hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Lenders and each Lender their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower or any of its their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor no Lender or any Lender of its Affiliates has any obligation to Holdings, the Borrower or any of its their Affiliates with respect to the transactions contemplated hereby except except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and its their Affiliates, and neither the Administrative Agent, the Arrangers, nor no Lender or any Lender of its Affiliates has any obligation to disclose any of such interests to Holdings, the Borrower or any of its their Affiliates. To the fullest extent permitted by Lawlaw, each of Holdings and the Borrower hereby waives and releases any claims that it may have against each of the Administrative Agent, the Arrangers or any Lender Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp), Credit Agreement (On Semiconductor Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger, and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (CSI Compressco LP), Credit Agreement (Tetra Technologies Inc), Credit Agreement (Compressco Partners, L.P.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) each of the Administrative Agent, the Lenders and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Arranger or Lender has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Arranger or Lender has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Cole Credit Property Trust V, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany Arranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (Franklin Resources Inc), Revolving Credit and Term Loan Agreement (Mack Cali Realty L P), Term Loan Agreement (Mack Cali Realty L P)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers each Lender and each Lender Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative no Agent, the Arrangers nor any Lender or Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative each Agent, the Arrangers each Lender and the Lenders each Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative no Agent, the Arrangers, nor any Lender or Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative each Agent, the Arrangers or any each Lender and each Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the Lenders, Lenders on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, any of its Affiliates, Affiliates or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor any Lender Lead Arrangers, the Bookrunners and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lead Arrangers, the Bookrunners and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Lead Arrangers, nor any Lender the Bookrunners and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender Lead Arrangers, the Bookrunners and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: First Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Joint Lead Arrangers and the Lenders Commitments of the Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax Tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Joint Lead Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers any Joint Lead Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Joint Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, any Joint Lead Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Joint Lead Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 3 contracts
Sources: Term Loan Agreement (Darden Restaurants Inc), Term Loan Credit Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction transactions contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor any Lender Arranger or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Lender Arranger or the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyhereby other than a breach of the confidentiality provisions set forth in Section 10.14.
Appears in 2 contracts
Sources: Credit Agreement (PACIFIC GAS & ELECTRIC Co), Bridge Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the Facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Administrative AgentAgents, the Arrangers Arrangers, the Issuing Banks and the Lenders, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is are capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; Documents (including any amendment, waiver or other modification hereof or thereof), (ii) (A) in connection with the Administrative Agentprocess leading to such transaction, each of the Agents, the Arrangers Arrangers, the Issuing Banks and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (Biii) neither none of the Administrative AgentAgents, the Arrangers nor Arrangers, the Issuing Banks or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers, the Issuing Banks or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative AgentAgents, the Arrangers Arrangers, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, the Arrangers, nor any Lender the Issuing Banks or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers, the Issuing Banks and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the Borrower or any of its Affiliatesextent they have deemed appropriate. To Each Loan Party hereby waives and releases, to the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Arrangers or any Lender Arrangers, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.
(b) Each Loan Party acknowledges and agrees that each Lender, the Arrangers, the Issuing Banks and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, Holdings, any Co-Investor, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger, Issuing Bank or Affiliate thereof were not a Lender, Arranger, Issuing Bank or an Affiliate thereof (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, Arranger, Issuing Bank, Holdings, the Borrower, any Co-Investor or any Affiliate of the foregoing. Each Lender, Arranger, Issuing Bank and any Affiliate thereof may accept fees and other consideration from Holdings, the Borrower, any Co-Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any aspect other Lender, Arranger, Issuing Bank, Holdings, the Borrower, any Co-Investor or any Affiliate of the foregoing. Some or all of the Lenders, Arrangers and Issuing Banks may have directly or indirectly acquired certain equity interests (including warrants) in Holdings, the Borrower, a Co-Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to Holdings, the Borrower, a Co-Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges and waives the potential conflict of interest resulting from any transaction contemplated herebysuch Lender, Arranger, Issuing Bank or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender, Arranger, Issuing Bank or any Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by Holdings, the Borrower, a Co-Investor or an Affiliate thereof.
Appears in 2 contracts
Sources: Credit Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, Agent and the Joint Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender Joint Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Lenders and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender of the Lenders or Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender of the Lenders or Arrangers has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Royalty Pharma PLC), Credit Agreement (Royalty Pharma PLC)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, Agent and the Arrangers and the Lenders, on the other hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and each Lender Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings or the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender Arranger has any obligation to Holdings or the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of Holdings and the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Arranger has any obligation to disclose any of such interests to Holdings, the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of Holdings and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Bookrunner are arm’s-length commercial transactions between the Borrower and its respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersBookrunner, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and Bookrunner each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arrangers nor any Lender Bookrunner in their capacities as Administrative Agent or Bookrunner has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Bookrunner and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, nor any Lender Bookrunner has any obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by LawTO THE FULLEST EXTENT PERMITTED BY LAW, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyTHE BORROWER HEREBY WAIVES AND RELEASES ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT AND THE BOOKRUNNER WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY DUTY IN CONNECTION WITH ANY ASPECT OF ANY TRANSACTION CONTEMPLATED HEREBY.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Royal Resources Partners LP), First Lien Credit Agreement (Royal Resources Partners LP)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers, are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (B) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative AgentAgent and the Joint Lead Arrangers, the Arrangers are and each Lender is and has have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Joint Lead Arrangers nor any Lender has have any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, nor any Lender has Joint Lead Arrangers have any obligation to disclose any of such interests to the such Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (Wright Express CORP)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, Agent and the Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (B) neither none of the Administrative Agent, Agent and the Lead Arrangers nor any Lender has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither none of the Administrative Agent, Agent and the Arrangers, nor any Lender Lead Arrangers has any obligation to disclose any of such interests to the Borrower or any of its AffiliatesSubsidiaries. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower Company and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lender and the Lenders any Affiliate thereof are arm’s-length commercial transactions between the Borrower Company, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lender and the Lendersits Affiliates, on the other hand, (Bii) each of the Borrower Company and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower Company and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) the Administrative Agent, the Arrangers Lender and its Affiliates each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary fiduciary, for the Borrower Company, any other Loan Party or any of its their respective Affiliates, or any other Person and (Bii) neither the Administrative Agent, the Arrangers Lender nor any Lender of its Affiliates has any obligation to the Borrower Company, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Lender and the Lenders and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Company, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent, the Arrangers, Lender nor any Lender of its Affiliates has any obligation to disclose any of such interests to the Borrower Company, any other Loan Party or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Company and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Lender or any Lender of its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.
Appears in 2 contracts
Sources: Replacement Credit Agreement (Argan Inc), Replacement Credit Agreement (Argan Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower acknowledges and agrees, and acknowledges has informed its other Affiliates’ understanding, that: (i) (A) no fiduciary, advisory or agency relationship between any of the Borrower and its Subsidiaries and any Agent, the Arranger or any Lender is intended to be or has been created in respect of any of the transactions contemplated hereby and by the other Loan Documents, irrespective of whether any Agent, Arranger or Lender has advised or is advising any of the Borrower and its Subsidiaries on other matters, (B) the arranging and other services regarding this Agreement provided by the Administrative AgentAgents, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliatestheir respective Subsidiaries, on the one hand, and the Administrative AgentAgents, the Arrangers Arranger and the Lenders, on the other hand, (BC) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (CD) each of the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as may otherwise be expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative no Agent, the Arrangers nor any Arranger or Lender has any obligation to the Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative AgentAgents, the Arrangers and Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its their respective Affiliates, and neither the Administrative no Agent, the Arrangers, nor any Arranger or Lender has any obligation to disclose any of such interests and transactions to the Borrower or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Arrangers or any Lender Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (EngageSmart, Inc.), Revolving Credit Agreement (EngageSmart, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Lenders and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders, Arrangers on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers each Lender and each Lender Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative any Agent, the Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative any Agent, the Arrangers, any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (CDW Corp), Revolving Loan Credit Agreement (CDW Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, the Arrangers each Lender and each Lender Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person Person, and (Bii) neither none of the Administrative Agent, the Arrangers nor any Arranger or any Lender has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Arranger or any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases agrees not to assert any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated herebyby this Agreement and the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Ansys Inc), Credit Agreement (Ansys Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower Company and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arranger, the Lenders Lenders, and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Arris Group Inc), Credit Agreement (Arris Group Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Lead Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Agent and each Lender Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (B) neither none of the Administrative Agent, Agent and the Lead Arrangers nor any Lender has have any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its AffiliatesSubsidiaries, and neither none of the Administrative Agent, Agent and the Arrangers, nor any Lender has Lead Arrangers have any obligation to disclose any of such interests to the Borrower or any of its AffiliatesSubsidiaries. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers, are arm’s-length commercial transactions between the such Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersJoint Lead Arrangers, on the other hand, (Bii) the such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib)(i) (A) each of the Administrative Agent, Agent and the Joint Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the such Borrower or any of its Affiliates, or any other Person and (Bii) neither none of the Administrative Agent, Agent or the Joint Lead Arrangers nor any Lender has any obligation to the such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Agent and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the such Borrower and its Affiliates, and neither none of the Administrative Agent, Agent or the Arrangers, nor any Lender Joint Lead Arrangers has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Borrowers hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Agent or any Lender Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Incremental Facility Agreement (Anixter International Inc), Five Year Revolving Credit Agreement (Anixter International Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby this Agreement or any promissory note delivered hereunder (including in connection with any amendment, waiver or other modification hereof or of any other Loan Documenthereof), the Borrower acknowledges and agrees, and acknowledges its Affiliatessubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documentshereby; (ii) (A) the Administrative Agent, the Lenders and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsherein; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Lender or any Lender Arranger with respect to any breach or alleged breach of agency or fiduciary duty (except for any agency or fiduciary duty obligations expressly agreed in writing by the relevant parties) in connection with this Agreement or any aspect of any transaction contemplated herebypromissory note delivered hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower and its Affiliates, on the one hand, and the Administrative AgentAgents, the Arrangers Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; Documents (including any amendment, waiver or other modification hereof or thereof), (ii) (A) in connection with the Administrative Agentprocess leading to such transaction, each of the Agents, the Arrangers Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger and each Lender the Lenders is and has been acting solely as a principal and, and except as expressly agreed in writing by the relevant parties, has is not been, is not, and will not be acting as an the financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (Biii) neither none of the Administrative AgentAgents, the Arrangers nor Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any of the transactions contemplated hereby or the process leading thereto except as expressly agreed in writing by the relevant parties, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative AgentAgents, the Arrangers Arrangers, the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, the Arrangers, nor any Lender the Amendment No. 3 Arrangers, the Amendment No. 5 Arranger or the Lenders has any obligation to disclose any of such interests to by virtue of any advisory, agency or fiduciary relationship and (v) the Borrower or any of its Affiliates. To the fullest extent permitted by LawAgents, the Borrower hereby waives and releases any claims that it may have against the Administrative AgentArrangers, the Arrangers Amendment No. 3 Arrangers, the Amendment No. 5 Arranger and the Lenders have not provided and will not provide any legal, accounting, regulatory or any Lender tax advice with respect to any breach of the transactions contemplated hereby (including any amendment, waiver or alleged breach of agency other modification hereof or fiduciary duty in connection with any aspect of any transaction contemplated herebyother Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.
Appears in 2 contracts
Sources: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Bookrunners are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersBookrunners, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers Agents, the Bookrunners and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and Person, (B) neither irrespective of whether any Lender, any Bookrunner, any Agent, the Administrative Agent or any of their Affiliates has advised or is advising the Borrower on other matters, the Borrower shall not claim any such fiduciary, advisory or agency relationship or services and the Borrower acknowledges that none of the Administrative Agent, the Arrangers nor any Lender has Agent, any obligation Lender, any Bookrunner or any of their Affiliates owes a fiduciary or similar duty to the Borrower in connection with the Transactions or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documentsprocess leading thereto and; and (iii) the Administrative Agent, the Arrangers Lenders, the Agents and the Lenders Bookrunners and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, no Agent nor any Bookrunner or Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Keurig Dr Pepper Inc.), Credit Agreement (Keurig Dr Pepper Inc.)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby hereby, each Loan Party and the Thai Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the Facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower Holdings and its AffiliatesSubsidiaries, on the one hand, and the Administrative AgentAgents, the Arrangers Arrangers, the Issuing Banks and the Lenders, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is are capable of evaluating, evaluating and understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; Documents (including any amendment, waiver or other modification hereof or thereof), (ii) (A) in connection with the Administrative Agentprocess leading to such transaction, each of the Agents, the Arrangers Arrangers, the Issuing Banks and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for the Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and Person, (Biii) neither none of the Administrative AgentAgents, the Arrangers nor Arrangers, the Issuing Banks or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any Lender of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Agent or ▇▇▇▇▇▇ has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Agents, the Arrangers, the Issuing Banks or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and , (iiiiv) the Administrative AgentAgents, the Arrangers Arrangers, the Issuing Banks and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of the Borrower and its Affiliates, and neither none of the Administrative AgentAgents, the Arrangers, nor any Lender the Issuing Banks or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Agents, the Arrangers, the Issuing Banks and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties and the Thai Borrower have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Each Loan Party and the Thai Borrower or any of its Affiliates. To hereby waives and releases, to the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative AgentAgents, the Arrangers or any Lender Arrangers, the Issuing Banks and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty under applicable law relating to agency and fiduciary obligations.
(b) Each Loan Party and the Thai Borrower acknowledges and agrees that each Lender, the Arrangers, the Issuing Banks and any Affiliate thereof may lend money to, invest in, and generally engage in any kind of business with, any of the Borrower, Holdings, the BDT Investor, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, Arranger, Issuing Bank or Affiliate thereof were not a Lender, Arranger, Issuing Bank or an Affiliate thereof (or an agent or any other person with any similar role under the Facilities) and without any duty to account therefor to any other Lender, Arranger, Issuing Bank, Holdings, the Borrower, the BDT Investor or any Affiliate of the foregoing. Each Lender, Arranger, Issuing Bank and any Affiliate thereof may accept fees and other consideration from Holdings, the Borrower, the BDT Investor or any Affiliate thereof for services in connection with this Agreement, the Facilities or otherwise without having to account for the same to any aspect other Lender, Arranger, Issuing Bank, Holdings, the Borrower, the BDT Investor or any Affiliate of the foregoing. Some or all of the Lenders, Arrangers and Issuing Banks may have directly or indirectly acquired certain equity interests (including warrants) in Holdings, the Borrower, the BDT Investor or an Affiliate thereof or may have directly or indirectly extended credit on a subordinated basis to Holdings, the Borrower, the BDT Investor or an Affiliate thereof. Each party hereto, on its behalf and on behalf of its Affiliates, acknowledges and waives the potential conflict of interest resulting from any transaction contemplated herebysuch Lender, Arranger, Issuing Bank or an Affiliate thereof holding disproportionate interests in the extensions of credit under the Facilities or otherwise acting as arranger or agent thereunder and such Lender, Arranger, Issuing Bank or any Affiliate thereof directly or indirectly holding equity interests in or subordinated debt issued by Holdings, the Borrower, the BDT Investor or an Affiliate thereof.
Appears in 2 contracts
Sources: Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.), Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower ODEC acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (ia) (Ai) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers other Agents, the Lead Arrangers, the Lenders and the Issuing Lenders are arm’s-length commercial transactions between the Borrower ODEC and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers other Agents, the Lead Arrangers, the Lenders and the Issuing Lenders, on the other hand, (Bii) the Borrower ODEC has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, appropriate and (Ciii) the Borrower ODEC is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Arrangers other Agents, the Lead Arrangers, the Lenders and each Lender the Issuing Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, and has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower ODEC or any of its Affiliates, or any other Person person, and (Bii) neither none of the Administrative Agent, the Arrangers nor any Lender other Agents, the Lead Arrangers, the Lenders or the Issuing Lenders has any obligation to the Borrower ODEC or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers and other Agents, the Lead Arrangers, the Lenders, the Issuing Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower ODEC and its Affiliates, Affiliates and neither none of the Administrative Agent, the other Agents, the Lead Arrangers, nor any Lender the Lenders or the Issuing Lenders has any obligation to disclose any of such interests to the Borrower ODEC or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower ODEC hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender other Agents, the Lead Arrangers, the Lenders and the Issuing Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Old Dominion Electric Cooperative), Credit Agreement (Old Dominion Electric Cooperative)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (Ai)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Borrower Borrower, each other Loan Party and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArranger, on the other hand, (B) each of Borrower and the Borrower other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iiii)(A) (A) the Administrative Agent, the Arrangers Arranger, and JPMorgan Chase Bank, N.A., as Syndication Agent, each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrower, any other Loan Party or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger, nor any Lender JPMorgan Chase Bank, N.A., as Syndication Agent, has any obligation to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the Borrower other Loan Parties and its their respective Affiliates, and neither the Administrative Agent, Lenders nor the Arrangers, nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower Borrower, any other Loan Party or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of Borrower and the Borrower other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Parent and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between Parent, the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersArrangers, on the other hand, (B) each of Parent and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Parent and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Agent and each Lender Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Parent, the Borrower or any of its their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Lender Arranger has any obligation to Parent, the Borrower or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Parent, the Borrower and its their Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Lender Arranger has any obligation to disclose any of such interests to Parent, the Borrower or any of its their Affiliates. To the fullest extent permitted by Lawlaw, each of Parent and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (American Midstream Partners, LP), Credit Agreement (American Midstream Partners, LP)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are an arm’s-length commercial transactions transaction between the Borrower Borrower, the other Loan Parties and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the LendersLead Arranger, on the other hand, (B) and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is other Loan Parties are capable of evaluating, evaluating and understands understanding and accepts, understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan DocumentsDocuments (including any amendment, waiver or other modification hereof or thereof); (ii) (A) in connection with the process leading to such transaction, the Administrative Agent, Agent and the Arrangers Lead Arranger are and each Lender is and has have been acting solely as a principal and, except as expressly agreed in writing by and is not the relevant parties, has not been, is not, and will not be acting as an financial advisor, agent or fiduciary fiduciary, for any of the Borrower Borrower, any other Loan Parties or any of its their respective Affiliates, stockholders, creditors or employees or any other Person and Person; (Biii) neither the Administrative AgentAgent nor the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent of the Lead Arranger has advised or is currently advising any of the Borrower, the Arrangers other Loan Parties or their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender the Lead Arranger has any obligation to the Borrower or any of its the Borrower, the other Loan Parties or their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiiiv) the Administrative Agent, the Arrangers and the Lenders Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, the other Loan Parties and its their respective Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, nor any Lender Lead Arranger has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent and the Lead Arranger have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrower and each other Loan Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Borrower or any of its Affiliates. To and each other Loan Party hereby waives and releases, to the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated herebyduty.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Landrys Restaurants Inc), First Lien Credit Agreement (Landrys Restaurants Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders Syndication Agents, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the LendersSyndication Agents, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender the Syndication Agents has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Syndication Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arrangers nor any Lender the Syndication Agents has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender and the Syndication Agents with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Diamond Foods Inc), Credit Agreement (Diamond Foods Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agreesHoldings acknowledge and agree, and acknowledges its acknowledge their Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agent and the Lenders Arranger are arm’s-length commercial transactions between the Borrower Borrowers, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agent and the Lenders, Arranger on the other hand, (B) the each Borrower has and Holdings have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and (C) the each Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and Arranger each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers, Holdings or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arrangers nor any Lender Arranger has any obligation to the Borrower Borrowers, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agent and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers, Holdings and its their respective Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower Borrowers, Holdings or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower and Holdings hereby waives waive and releases release any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (a) (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the LendersArrangers, on the other hand, (Bii) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (iib) (Ai) each of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, Holdings, any of its Affiliates, their respective Affiliates or any other Person and (Bii) neither none of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers nor any Lender has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Lenders Arrangers and their respective Affiliates may be engaged engaged, for their accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and neither none of the Administrative Agent, the ArrangersSyndication Agent, nor any Lender the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower and Holdings hereby agrees it will not claim that the Administrative Agent, the Borrower hereby Syndication Agent, the Documentation Agent, the Lenders or any Arranger has rendered advisory services of any nature or owes a fiduciary or similar duty to it in connection with the Transactions and waives and releases any claims that it may have against the Administrative Agent, the Syndication Agent, the Documentation Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
No Advisory or Fiduciary Responsibility. (a) In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its AffiliatesSubsidiaries, on the one hand, and the Administrative Agent, the Lead Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (ii) (A) the Administrative Agent, the Arrangers each Lead Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its AffiliatesSubsidiaries, or any other Person and (B) neither none of the Administrative Agent, the Lead Arrangers nor any Lender or the Lenders has any obligation to the Borrower or any of its Affiliates Subsidiaries with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the . The Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims agrees that it may have will not assert any claim against the Administrative Agent, the Arrangers any Lead Arranger, any Lender or any L/C Issuer based on an alleged breach of fiduciary duty by Administrative Agent, any Lead Arranger, any Lender or any L/C Issuer in connection with this Agreement and the transactions contemplated hereby.
(b) The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Lender Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Lender Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any breach other person. Additionally, the Borrower acknowledges and agrees that no Lender Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or alleged breach any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of agency the transactions contemplated herein or fiduciary duty in the other Loan Documents, and the Lender Parties shall have no responsibility or liability to the Borrower with respect thereto.
(c) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Lender Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.
(d) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Lender Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Lender Party of services for other companies, and no Lender Party will furnish any aspect of such information to other companies. The Borrower also acknowledges that no Lender Party has any transaction obligation to use in connection with the transactions contemplated herebyby the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.
Appears in 2 contracts
Sources: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and or the Lenders are arm’s-length commercial transactions between the each Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, Affiliates or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor either Arranger nor any Lender has any obligation to the any Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; Documents and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad board range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor either Arranger nor any Lender has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any each Arranger and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its their respective Affiliates, on the one hand, and the Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers and the Lenders, on the other hand, (B) each of the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers and each Lender the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its respective Affiliates, or any other Person and (B) neither none of the Administrative Agent, the Arrangers nor any Syndication Agent, any Documentation Agent, any Arranger or any Lender has any obligation to the Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Syndication Agents, the Documentation Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its respective Affiliates, and neither none of the Administrative Agent, the ArrangersSyndication Agents, nor any Lender the Documentation Agents, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agents, the Documentation Agents, the Arrangers or any Lender and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges Borrowers acknowledge and agreesagree, and acknowledges its acknowledge Borrowers’ Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arranger are arm’s-length commercial transactions between the Borrower Borrowers and its Borrowers’ Affiliates, on the one hand, and the Administrative Agent, the Arrangers Lenders and the Lenders, Arranger on the other hand, (B) the Borrower has Borrowers have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative each Agent, the Arrangers each Lender and each Lender Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower Borrowers or any of its Borrowers’ Affiliates, or any other Person and (B) neither the Administrative any Agent, the Arrangers nor any Lender nor the Arranger has any obligation to the Borrower Borrowers or any of its Borrowers’ Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its Borrowers’ Affiliates, and neither the Administrative any Agent, the Arrangers, nor any Lender nor the Arranger has any obligation to disclose any of such interests to the Borrower Borrowers or any of its Borrowers’ Affiliates. To the fullest extent permitted by Lawlaw, the Borrower Borrowers hereby waives and releases agree not to assert any claims that it Borrowers may have against the Administrative Agent, the Arrangers or any Lender Lenders and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (ConvergeOne Holdings, Inc.), Revolving Loan Credit Agreement (Forum Merger Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower Borrowers acknowledges and agrees, and acknowledges its Affiliates’ understanding, agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, Lenders on the other hand, (B) each of the Borrower Borrowers has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower Borrowers is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any of the Borrower Borrowers or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Agent nor any Arranger nor any Lender has any obligation to the Borrower Borrowers or any of its their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither the Administrative Agent, the Arrangers, Agent nor any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower Borrowers hereby waives waive and releases release any claims that it they may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.), Credit Agreement (Waste Connections, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (JP Energy Partners LP)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower and each guarantor hereunder acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Agents and the Lenders Co-Lead Arrangers are arm’s-length commercial transactions between the Borrower such Borrower, each guarantor hereunder and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Agents and the LendersCo-Lead Arrangers, on the other hand, (B) the each of such Borrower and guarantor hereunder has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the such Borrower and guarantor hereunder is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agents and the Co-Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower such Borrower, any guarantor hereunder or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agents nor the Co-Lead Arrangers nor any Lender has any obligation to the Borrower such Borrower, any guarantor hereunder or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Agents and the Lenders Co-Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower, the Borrower guarantors hereunder and its their respective Affiliates, and neither the Administrative Agent, Agents nor the Arrangers, nor any Lender Co-Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrowers, any guarantor hereunder or any of its their respective Affiliates. To the fullest extent permitted by Law, each of the Borrower Borrowers and the guarantors hereunder hereby waives and releases any claims that it may have against the Administrative Agent, Agents and the Co-Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Global Revolving Credit Agreement (Ryder System Inc), Global Revolving Credit Agreement (Ryder System Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Lenders and the Lenders L/C Issuers are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, the Co-Syndication Agents, the Co-Documentation Agents, the Lenders and the LendersL/C Issuers, on the other hand, (Bii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, the Arrangers each Arranger, each Co-Syndication Agent, each Co-Documentation Agent, each Lender and each Lender L/C Issuer is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, Affiliates or any other Person and (Bii) neither none of the Administrative Agent, the Arrangers nor any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any Lender or any L/C Issuer has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers and Arrangers, the Lenders Co-Syndication Agents, the Co-Documentation Agents, the Lenders, the L/C Issuers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither none of the Administrative Agent, the Arrangersany Arranger, nor any Co-Syndication Agent, any Co-Documentation Agent, any Lender or any L/C Issuer has any obligation to disclose any of such interests to the Borrower or any of and its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger, any Co-Syndication Agent, any Co-Documentation Agent, any Lender or any Lender L/C Issuer with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Concentrix Corp), Amendment and Restatement Agreement (Concentrix Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, agrees and acknowledges its Affiliates’ understanding, that: (i) (Aa)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (Bii) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (Ciii) the each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (Ab)(i) the Administrative Agent, the Arrangers each Lender and each Lender Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its Affiliates, or any other Person Person, and (Bii) neither none of the Administrative Agent, the Arrangers nor any Arranger or any Lender has any obligation to the any Borrower or any of its respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iiic) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their Affiliates, and neither none of the Administrative Agent, the Arrangers, nor any Arranger or any Lender has any obligation to disclose any of such interests to the any Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the each Borrower hereby waives and releases agrees not to assert any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction transactions contemplated herebyby this Agreement and the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Workday, Inc.), Credit Agreement (Workday, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its AffiliatesSubsidiaries’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers are arm’s-length commercial transactions between the Borrower and its AffiliatesBorrower, on the one hand, and the Administrative Agent, the Arrangers Lenders and the LendersArrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Lender and each Lender Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Lender nor any Lender Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Lenders and the Lenders Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, any Lender nor any Lender Arranger has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Lenders and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Term Loan Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative AgentAgent the Arranger, the Arrangers and the Lenders are arm’s-arm’s- length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangers, Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower hereby waives and releases any claims that it thatit may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.. [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Appears in 2 contracts
Sources: Credit Agreement (Watford Holdings Ltd.), Credit Agreement (Watford Holdings Ltd.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Syndication Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Lenders Joint Lead Arrangers are arm’s-length commercial transactions between the Borrower Borrower, Holdings and its their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers Syndication Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the LendersJoint Lead Arrangers, on the other hand, (B) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the Syndication Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Joint Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, not and will not be acting as an advisor, agent or fiduciary for the Borrower or Borrower, Holdings, any of its Affiliates, their respective Affiliates or any other Person and (B) neither none of the Administrative Agent, the Syndication Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Joint Lead Arrangers nor any Lender has any obligation to the Borrower Borrower, Holdings or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers Syndication Agent, the Issuing Banks, the Swingline Lenders, the Lenders and the Lenders Joint Lead Arrangers and their respective Affiliates may be engaged engaged, for their accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower Borrower, Holdings and its their respective Affiliates, and neither none of the Administrative Agent, the ArrangersSyndication Agent, nor any Lender the Issuing Banks, the Swingline Lenders, the Lenders and the Joint Lead Arrangers has any obligation to disclose any of such interests to the Borrower Borrower, Holdings or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, each of the Borrower and Holdings hereby agrees it will not claim that the Administrative Agent, the Borrower hereby Syndication Agent, the Lenders or any Joint Lead Arranger has rendered advisory services of any nature or owes a fiduciary or similar duty to it in connection with the Transactions or the 2014 Transactions and waives and releases any claims that it may have against the Administrative Agent, the Syndication Agent, Issuing Banks, the Swingline Lenders, the Lenders and the Joint Lead Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers , and the Lenders Banks are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arrangers, and the LendersBanks, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers each Arranger and each Lender Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers any Arranger nor any Lender Bank has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arrangersany Arranger, nor any Lender Bank has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers any Arranger or any Lender Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Term Loan Agreement (Avalonbay Communities Inc), Term Loan Agreement (Avalonbay Communities Inc)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the ArrangersArranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of and its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Credit Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers Arranger, and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers Arranger, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Credit Documents; (ii) (A) the Administrative Agent, the Arrangers Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers Arranger nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Credit Documents; and (iii) the Administrative Agent, the Arrangers Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the ArrangersArranger, nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by Lawlaw, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Triangle Petroleum Corp), Credit Agreement (Triangle Petroleum Corp)
No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, Agent and the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrower Borrowers and its their Affiliates, on the one hand, and the Administrative Agent, Agent and the Arrangers and the LendersLenders , on the other hand, (B) the Borrower has Borrowers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is Borrowers are capable of evaluating, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, Agent and the Arrangers and the Lenders each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the any Borrower or any of its their respective Affiliates, or any other Person and (B) neither the Administrative Agent, Agent nor the Arrangers nor any Lender and the Lenders has any obligation to the any Borrower or any of its their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, Agent and the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower Borrowers and its their respective Affiliates, and neither the Administrative Agent, Agent nor the Arrangers, Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower Borrowers or any of its their respective Affiliates. To the fullest extent permitted by Lawlaw, the Borrower Borrowers hereby waives waive and releases release any claims that it may have against the Administrative Agent, Agent and the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Appears in 2 contracts
Sources: Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Schnitzer Steel Industries Inc)