Common use of Non-Reliance on Agent Clause in Contracts

Non-Reliance on Agent. Each Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Company and its Subsidiaries and made its own decision to make the Interim Loan hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Company and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of the Company or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Appears in 1 contract

Sources: Credit Agreement (TAL International Group, Inc.)

Non-Reliance on Agent. Each Lender ▇▇▇▇▇▇ expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, advisors, attorneys-in-fact or affiliates Affiliates have made any representations or warranties to it and that no act by the Agent hereinafter hereafter taken, including any review of the affairs of the Company a Borrower Party or any Affiliate of its Subsidiariesa Borrower Party, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender ▇▇▇▇▇▇ represents to the Agent that it has, independently and without reliance upon the Agent or any other LenderAgent, and based on such documents and information as it has deemed appropriate, made its own appraisal of of, and investigation into into, the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of the Company Borrower Parties and its Subsidiaries their Affiliates and made its own decision to make the Interim Loan hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other LenderAgent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of the Company Borrower Parties and its Subsidiariestheir Affiliates. The Except for notices, reports and other documents expressly required to be furnished to Lender by Agent hereunder, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, condition (financial and other conditionor otherwise), prospects or creditworthiness of the Company any Borrower Party or any Affiliate of its Subsidiaries which a Borrower Party that may come into the possession of the Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or affiliatesAffiliates.

Appears in 1 contract

Sources: Loan Agreement (CaliberCos Inc.)

Non-Reliance on Agent. Each Lender Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have Affiliates has made any representations representation or warranties warranty to it and that no act by the Agent hereinafter or any such Person hereafter taken, including any review of the affairs of the Company or any of its SubsidiariesBorrower, shall be deemed to constitute any representation or warranty by the Agent to any LenderBank. Each Lender Bank represents to the Agent that (1) it has, independently and without reliance upon the Agent or any other Lender, Bank and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assetsprospects, operations, propertyproperties, financial and other condition, prospects condition and creditworthiness of the Company and its Subsidiaries Borrower and made its own decision to make the Interim Loan hereunder and enter into this Agreement. Each Lender also represents that Agreement and extend credit to the Borrower hereunder, and (2) it will, independently and without reliance upon the Agent or any other Lender, Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action hereunder and under this Agreement, the other Loan Documents and to make such investigation as it deems necessary to inform itself as to the business, assetsprospects, operations, propertyproperties, financial and other condition, prospects condition and creditworthiness of the Company Borrower. Except as expressly provided in this Agreement and its Subsidiaries. The the other Loan Documents, the Agent shall not have any duty or responsibility responsibility, either initially or on a continuing basis, to provide any Lender Bank with any credit or other or response information concerning the business, prospects, operations, assets, propertyproperties, financial and or other condition, prospects condition or creditworthiness of the Company Borrower, or any of its Subsidiaries which other Person that may at any time come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliatesAffiliates.

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Integrated Circuit Systems Inc)

Non-Reliance on Agent. Each Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Company and its Subsidiaries and made its own decision to make the Interim Loan Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Company and its Subsidiaries. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of the Company or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Appears in 1 contract

Sources: Senior Subordinated Credit Agreement (Ameristar Casinos Inc)

Non-Reliance on Agent. Each Lender The Lenders expressly acknowledges acknowledge that neither the Agent any Note Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have has made any representations or warranties to it and that no act by the a Note Agent hereinafter hereafter taken, including including, without limitation, any review of the affairs of the Company Borrower, the Borrower, the Seller, CAR, the Guarantor, CCRT, the Servicer, the Custodian or any of its Subsidiariesthe Backup Servicer, shall be deemed to constitute any representation or warranty by the such Note Agent to any Lender. Each Lender represents to the each Note Agent that it has, independently and without reliance upon the any Note Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of the Company Borrower, the Seller, CAR, the Guarantor, CCRT, the Servicer, the Custodian, the Backup Servicer and its Subsidiaries the Borrower Collateral and made its own decision to make purchase its interest in the Interim Loan Notes hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the any Note Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreementany of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition, prospects condition and creditworthiness of the Company Borrower, the Seller, CAR, the Guarantor, CCRT, the Servicer, the Custodian, the Backup Servicer and its Subsidiariesthe Borrower Collateral. The Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other condition, prospects or creditworthiness of the Company or any of its Subsidiaries which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.Except as expressly provided

Appears in 1 contract

Sources: Receivables Financing Agreement (Compucredit Corp)