Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided, that, anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 7 contracts
Sources: Credit Agreement (Docusign, Inc.), Credit Agreement (Guidewire Software, Inc.), Credit Agreement (Docusign, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders, the Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 7 contracts
Sources: Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.), Credit Agreement (WEX Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a final non-appealable order of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as are determined by a final nonappealable judgment non-appealable order of a court of competent jurisdiction, were jurisdiction to have been caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer Issuers shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Credit Agreement (Turning Point Brands, Inc.), Credit Agreement (Post Holdings, Inc.), Credit Agreement (Turning Point Brands, Inc.)
Role of L/C Issuer. Each Lender and the each Revolving Credit Borrower agree agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Revolving Credit Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from any Revolving Credit Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Revolving Credit Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the a Revolving Credit Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the Borrower proves, as are determined by a final nonappealable judgment order of a court of competent jurisdiction, were jurisdiction to have been caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Revolving Lenders, the Required Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, Bankers’ Acceptance or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties Parties, nor any correspondent, participant or assignee of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferringendorsing, endorsing transferring or assigning or purporting to transferendorse, endorse transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Credit Agreement (Mueller Group, Inc.), Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Mueller Water Products, Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Limited Waiver and Amendment to Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc), Credit Agreement (Granite Construction Inc)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, Bankers’ Acceptance or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary Beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary Beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary Beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms an conditions. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferringendorsing, endorsing transferring or assigning or purporting to transferendorse, endorse transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary Beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryBeneficiary.
Appears in 6 contracts
Sources: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses (i) through (viii) of Section 2.03(e) and this Section 2.03(f) to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 6 contracts
Sources: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law Law or under any other agreement. None of any the applicable L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(f); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an such L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a reason or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryCredit.
Appears in 5 contracts
Sources: First Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, Bankers’ Acceptance or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties Parties, nor any correspondent, participant or assignee of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferringendorsing, endorsing transferring or assigning or purporting to transferendorse, endorse transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 5 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.), Credit Agreement (Mueller Water Products, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required US Dollar Revolving Credit Lenders or the Required Facility Lenders holding a majority of with respect to the US Dollar Revolving Credit ExposureFacility, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 5 contracts
Sources: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc), Amendment No. 2 to Credit Agreement (Smithfield Foods Inc)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Loan Party or to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct or misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document, or (v) for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will be binding upon the Loan Parties and the Lenders; provided that the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to punitive, consequential or exemplary, damages suffered by the Borrower were caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 5 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document (other than to determine that such document appears on its face to be in compliance with the terms of such Letter of Credit) or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties Parties, nor any correspondent, participant or assignee of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 5 contracts
Sources: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)
Role of L/C Issuer. Each Revolving Lender and the Parent Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Parent Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Parent Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Parent Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Parent Borrower which the Borrower proves, as that are determined by a final nonappealable judgment of a court of competent jurisdiction, were jurisdiction by final and non-appealable judgment to have been caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.), Credit Agreement (Kennedy-Wilson Holdings, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 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.)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (ia) any action taken or omitted in connection herewith at the request or with the approval of the all Lenders, all Applicable Tranche Lenders, the applicable Tranche Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (iib) any action taken or omitted in the absence of gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction); or (iiic) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any No L/C Issuer, the Administrative Agent, Issuer or Agent or any of their respective Related Parties nor or any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (a) through (e)(viii)e) of Section 5.5; provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the a Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to indirect, consequential or exemplary, damages suffered by the such Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, it proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.), Global Senior Credit Agreement (Prologis, L.P.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, any Lender, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Getty Realty Corp /Md/), Credit Agreement (Getty Realty Corp /Md/), Credit Agreement (Getty Realty Corp /Md/)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority Majority in Interest of the Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer Issuers shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Ashland Global Holdings Inc), Credit Agreement (Valvoline Inc), Credit Agreement (Ashland Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit, L/C Request or Letter of Credit or Issuer DocumentApplication. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law Law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of that a court of competent jurisdictionjurisdiction determines in a final, non-appealable judgment were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Dunkin' Brands Group, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Loan Party or to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document, or (v) for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will be binding upon the Loan Parties and the Lenders; provided that the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to punitive, consequential or exemplary, damages suffered by the Borrowers which the Borrowers pursuant to a final and non-appealable judgment of a court of competent jurisdiction were caused by the L/C Issuer's willful misconduct or gross negligence. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided, that, anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower Borrowers from pursuing such rights and remedies as it may have against the beneficiary or transferee at law Law or under any other agreement. None of any the applicable L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(f); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an such L/C Issuer, and such L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a reason or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryCredit.
Appears in 4 contracts
Sources: Credit Agreement (Paya Holdings Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.), Credit Agreement (Maravai Lifesciences Holdings, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Pro Rata Facilities Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves, as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer Issuers may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Celestica Inc), Credit Agreement (Celestica Inc), Credit Agreement (Celestica Inc)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, any of their respective Related Parties Revolving Lender, nor any correspondentof the respective correspondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible to the Borrower for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as damages have been determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction, were jurisdiction to have been caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (EQT Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP), Credit Agreement (EQT Midstream Partners, LP)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Majority Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct on the part of such Person as found in a final and non-appealable decision of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of, and none of L/C Issuer, Administrative Agent, or any Lender or any of their respective Related Parties shall have any liability for, the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.2(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were directly caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit as found in a final and non-appealable decision of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (W&t Offshore Inc), Credit Agreement (Peak Resources LP), Credit Agreement (Granite Ridge Resources, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document, AND IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH PERSON other than, in each case, arising from or as a result of willful misconduct, bad faith or gross negligence of the L/C Issuer. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY SUCH PERSON; provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as were determined by a final final, nonappealable judgment of by a court of competent jurisdiction, were jurisdiction to be caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence or the willful misconduct, bad faith or gross negligence of such L/C Issuer’s willful misconduct Related Parties, correspondents, participants or gross negligence assignees or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp), Credit Agreement (Entercom Communications Corp)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the Applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an any Applicable L/C Issuer, and such any Applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the Applicable L/C Issuer’s willful misconduct or gross negligence or such the Applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the Applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a an Applicable Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The Applicable L/C Issuer may send a an Applicable Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Modification Agreement (Cim Real Estate Finance Trust, Inc.), Credit Agreement (Cim Real Estate Finance Trust, Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, any of their respective Related Parties Revolving Lender, nor any correspondentof the respective correspondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible to the Borrower for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as damages have been determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction, were jurisdiction to have been caused by such the L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 4 contracts
Sources: Credit Agreement (Equitrans Midstream Corp), Third Amended and Restated Credit Agreement (Equitrans Midstream Corp), Credit Agreement (EQM Midstream Partners, LP)
Role of L/C Issuer. Each Lender of the Borrowers and the Borrower agree Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties Affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties Affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.17(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which Borrowers arising from the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s gross negligence or willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company and each Designated Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower Company or a Designated Borrower, as the case may be, from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company or a Designated Borrower, as the case may be, may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Company or a Designated Borrower, as the case may be, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company or such Designated Borrower, as the case may be, which the Borrower provesCompany or a Designated Borrower, as determined by a final nonappealable judgment of a court of competent jurisdictionthe case may be, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Role of L/C Issuer. Each Lender holding a Revolving Commitment and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary (as determined in a final non-appealable judgment of a sight draft and certificate(s) strictly complying with the terms and conditions court of a Letter of Creditcompetent jurisdiction). In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.)
Role of L/C Issuer. Each Tranche 1 Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the applicable L/C Issuer shall be liable to any Tranche 1 Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Tranche 1 Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Tranche 1 Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the applicable L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the applicable L/C Issuer, and such L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The applicable L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Discovery, Inc.), Credit Agreement (Discovery Communications, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the Applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the Applicable L/C Issuer, and such the Applicable L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the Applicable L/C Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final non-appealable judgment) or such the Applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the Applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of any the L/C Issuer Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (such gross negligence or willful misconduct as determined in a final, nonappealable judgment by a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties affiliates, directors, officers, trustees or employees, nor any correspondent, participant or assignee of any the L/C Issuer Issuers shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.19(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an a L/C Issuer, and such a L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence (as determined in a final, nonappealable judgment by a court of competent jurisdiction) or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer Issuers may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An A L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/)
Role of L/C Issuer. Each Lender and the each Primary Revolving Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative AgentAgents, any of their respective Related Parties nor or any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Primary Revolving Lenders, the Required Primary Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Primary Revolving Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the any Primary Revolving Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative AgentAgents, any of their respective Related Parties nor or any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Primary Revolving Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the such Primary Revolving Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Primary Revolving Borrower and which the such Primary Revolving Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Third Amendment Agreement (Pulse Electronics Corp), Second Amendment Agreement (Pulse Electronics Corp), Credit Agreement (Technitrol Inc)
Role of L/C Issuer. Each U.S. Revolving Credit Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any U.S. Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required U.S. Revolving Credit Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Role of L/C Issuer. Each Lender of the Borrower and the Borrower agree Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, such Lender or the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viiiSection 2.02(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as are determined by a final nonappealable final, non-appealable judgment of a court of competent jurisdiction, were caused by such jurisdiction to have arisen from the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (Arc Document Solutions, Inc.), Credit Agreement (Arc Document Solutions, Inc.)
Role of L/C Issuer. Each Committed Loan Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Committed Loan Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Committed Loan Lenders or the Class Required Lenders holding a majority in respect of the Revolving Credit ExposureCommitted Loans, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any Committed Loan Lender, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any No L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided, that, Notwithstanding anything in such sections to the contrary notwithstanding, herein the Borrower may have a claim against an any L/C Issuer, and such any L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary or transferee of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (in each case, as such willful misconduct, gross negligence or willful failure is determined in a final, non-appealable judgment of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, an each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An , except to the extent that any errors with respect to the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryIssuer.
Appears in 3 contracts
Sources: Credit Agreement (Foresight Energy LP), Amendment Agreement, Amendment Agreement (Foresight Energy Partners LP)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Pro Rata Facilities Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Class Lenders holding a majority of the having Revolving Credit Exposure, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 3 contracts
Sources: Credit Agreement (TUTOR PERINI Corp), Credit Agreement (TUTOR PERINI Corp), Second Amendment (TUTOR PERINI Corp)
Role of L/C Issuer. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower Borrowers from pursuing such rights and remedies as it they may have against the beneficiary or transferee at law Law or under any other agreement. None of any the applicable L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(c); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an such L/C Issuer, and such L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Kleopatra Holdings 2 S.C.A.), Credit Agreement (Orion Engineered Carbons S.A.)
Role of L/C Issuer. (i) Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent Party nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agentany Agent Party, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiixiv) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Without limitation of the generality of the foregoing, for the Borrower’s account, the L/C Issuer may send a at any time provide in the Letter of Credit or conduct any communication otherwise agree to do or from do the beneficiary following:
(A) send the Letter of Credit via the Society for Worldwide Interbank Financial Telecommunication message (“SWIFT”) network and bind the Borrower directly and as an indemnifier to the rules applicable to SWIFT messages (including, but not limited to, rules obligating the Borrower or overnight courierthe L/C Issuer to pay bank charges);
(B) assert, waive, or, with any necessary consent from the beneficiary or other person or entity, amend any provision in the Letter of Credit or applicable practice that primarily concerns issuer operations including, but not limited to, (A) identification of the Letter of Credit in any presentation, (B) marking of the Letter of Credit to reflect a transfer, payment, or other action, (C) specification of the business days and hours, manner, and place for the Lender receiving a presentation, effecting honor, and giving notice of dishonor under the Letter of Credit, (D) duration of the period(s) for examination, approaching the Borrower for a waiver, or sending a notice of refusal, (E) disposition of the beneficiary’s documents after dishonor or while approaching the Borrower for a waiver, and (F) replacement of a lost Letter of Credit or recognition of a successor beneficiary;
(C) discount an accepted draft or deferred payment undertaking incurred under the Letter of Credit, at the request of the beneficiary or other third party, without affecting the amount or due date of the Borrower’s obligations to reimburse or pay fees to the L/C Issuer;
(D) select any branch, bank office, or L/C Issuer affiliate or any other bank or financial institution or affiliate for issuing, advising, transferring, confirming, and/or nominating bank or person or entity under the law and practice of the place where it acts (if the Letter of Credit permits advice, transfer, confirmation, and/or nomination) to act under contract with the L/C Issuer as a letter of credit processing agent for the L/C Issuer in the L/C Issuer’s issuance of the Letter of Credit or processing of demands or in any other action that the Lender is required or permitted to take under the Letter of Credit;
(E) honor any presentation that substantially complies with the terms and conditions of the Letter of Credit, whether or not the Letter of Credit requires strict compliance (including, but not limited to, honor of a draft that is non-negotiable or informal, honor up to the amount available under the Letter of Credit of a demand claiming more than that amount, honor of a draft or other document that lacks a reference to the Letter of Credit, honor of a presentation of documents that include inconsistent extraneous data, and allowance of a grace period of one business day for timing requirements under the Letter of Credit); and
(F) provide for or submit to arbitration, mediation, DOCDEX (the ICC Banking Commission’s informal dispute resolution service), or the like for the resolution of some or all disputes with the beneficiary or other person or entity.
(ii) If the beneficiary or another person or entity claims that the L/C Issuer has wrongfully repudiated or dishonored a Letter of Credit, then the L/C Issuer shall have the right to defend or settle the claim, with or without joining the Borrower in any proceeding or negotiation and without regard to whether the claimant asserts that the L/C Issuer is precluded from relying on a valid defense. The Borrower shall have the obligation to mitigate damages and, if the L/C Issuer pays or settles a claim then ▇▇▇▇▇▇▇▇ will reimburse, indemnify, account for any benefits, and cooperate with the L/C Issuer as subrogee. The L/C Issuer’s actions in one or more instances shall not waive its right, with or without notice to the Borrower, to use its discretion differently in other similar instances and shall not establish a course of conduct on which the Borrower may rely in any other instances under the same or other Letter of Credit.
(iii) In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, rule or regulation, none of the Administrative Agent, the L/C Issuer, or any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully and strictly with the conditions required in order to demand payment under such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of the Administrative Agent, the L/C Issuer, or any Lender. None of the above shall affect, impair, or prevent the vesting of any of the Administrative Agent’s, the L/C Issuer’s, or any Lender’s rights or powers hereunder or under this Agreement.
(iv) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 9.03 of this Agreement with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Letter of Credit documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 9.03 of this Agreement included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(v) The Borrower, the Administrative Agent, and ▇▇▇▇▇▇▇ each agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer will be deemed to have exercised care in determining whether drafts and other commercially reasonable means documents presented under a Letter of communicating Credit comply with a beneficiarythe terms thereof.
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the Applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an any Applicable L/C Issuer, and such any Applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the Applicable L/C Issuer’s willful misconduct or gross negligence or such the Applicable L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the Applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the Applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a an Applicable Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The Applicable L/C Issuer may send a an Applicable Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.), Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Role of L/C Issuer. Each Revolving A Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureA Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, the Lenders any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (ModivCare Inc), Credit and Guaranty Agreement (Providence Service Corp)
Role of L/C Issuer. Each Global Revolving Credit Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Global Revolving Credit Lenders or the Lenders holding a majority of the Required Global Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivii) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) documents strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Greif, Inc), Credit Agreement (Greif Inc)
Role of L/C Issuer. Each Revolver Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolver Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolver Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Revolver Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower and each Loan Party hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from or a Loan Party, as the case may be, pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower or a Loan Party, as the case may be, may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrower or a Loan Party, as the case may be, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower or such Loan Party, as the case may be, which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, or such Loan Party proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer shall deliver to the Borrower or a Restricted Subsidiary, as the case may send be, copies of any documents purporting to assign or transfer a Letter of Credit issued for the account of the Borrower or conduct any communication such Restricted Subsidiary. The failure of L/C Issuer to or from deliver such documents will not relieve the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, Borrower or any other commercially reasonable means Restricted Subsidiary of communicating with a beneficiaryits obligations hereunder.
Appears in 2 contracts
Sources: Credit Agreement (SemGroup Energy Partners, L.P.), Credit Agreement (SemGroup Energy Partners, L.P.)
Role of L/C Issuer. Each Revolving Facility Lender and the Borrower agree agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Facility Lenders or the Majority Facility Lenders holding a majority of under the Revolving Credit ExposureFacility, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its their use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, not (i) allocate responsibility or liability to the Borrower for acts or omissions of any beneficiary or transferee or (ii) preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of this Section 2.05(f); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as that are determined by a final nonappealable judgment decision of a court of competent jurisdiction, were jurisdiction to have been caused by such L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Aeroways, LLC), Credit Agreement (Cke Restaurants Inc)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required US Dollar Revolving Credit Lenders or the Required Facility Lenders holding a majority of with respect to the US Dollar Revolving Credit ExposureFacility, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT’) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired ▇▇▇▇:\98106221\28\78831.0005 Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law Law or under this Agreement or any other agreement. None of any L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.04(e); provided, that, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an any L/C Issuer, and such any L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential or exemplary, punitive damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (as finally determined by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, an the relevant L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the relevant L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, the Canadian Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or (iiiiv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, the Canadian Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrarycontrary (or the L/C Issuer may refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit), and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Role of L/C Issuer. Each Revolving Loan Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Loan Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Loan Lenders or the Class Required Lenders holding a majority in respect of the Revolving Credit ExposureLoans, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final and nonappealable judgment) or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any Revolving Loan Lender, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction by a final and nonappealable judgment) or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.)
Role of L/C Issuer. Each U.S. Revolving Credit Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any U.S. Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required U.S. Revolving Credit Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided, that, anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses or otherwise set forth herein to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit and Term Loan Agreement (Dividend Capital Diversified Property Fund Inc.), Credit Agreement (Dividend Capital Diversified Property Fund Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Ascent Capital Group, Inc.), Credit Agreement (Ascent Capital Group, Inc.)
Role of L/C Issuer. Each Lender and the US Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of Neither any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Dollar Revolving Lenders, Required Dollar Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The US Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from US Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None Neither any L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e) (Obligations Absolute); provided, thathowever, that anything in such sections clauses (i) through (v) to the contrary notwithstanding, the US Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by the US Borrower which the US Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Jarden Corp), Credit Agreement (Jarden Corp)
Role of L/C Issuer. Each Revolving Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct, as determined by a final and nonappealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from applicable Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(isubsections (i) through (e)(viiiv) of Section 2.03(e); provided, however, that, anything in such sections subsections to the contrary notwithstanding, the applicable Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the applicable Borrower which the applicable Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Pursuit Attractions & Hospitality, Inc.), Canadian Benchmark Replacement Conforming Changes Amendment (Viad Corp)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(d); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final and non-appealable judgment or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit or the L/C Issuer’s payment under any Letter of Credit without presentation to it of a draft, certificates and/or other documents that substantially comply with the terms and conditions of the Letter of Credit, except where any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms have enjoined or restrained, or purported to enjoin or restrain, such L/C Issuer from making such payment. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Class Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower and each Loan Party hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower or a Loan Party, as the case may be, from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any such L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower or a Loan Party, as the case may be, may have a claim against an such L/C Issuer, and such L/C Issuer may be liable to the BorrowerBorrower or a Loan Party, as the case may be, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower or such Loan Party, as the case may be, which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, or such Loan Party proves were caused by such L/C Issuer’s willful misconduct or gross negligence as determined in a final and non-appealable judgment of a court of competent jurisdiction or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an such L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Each L/C Issuer shall deliver to the Borrower copies of any documents purporting to assign or transfer a Letter of Credit issued by such L/C Issuer; provided that, each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. The failure of any L/C Issuer to deliver such documents will not relieve the Borrower of its obligations hereunder or under the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Agent‑Related Person nor any of their respective Related Parties nor any correspondentthe correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agentany Agent‑Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Griffin-American Healthcare REIT IV, Inc.), Credit Agreement (Griffin-American Healthcare REIT IV, Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative No Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; providedPROVIDED, thatHOWEVER, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None No Agent-Related Person, nor any of any the respective correspondents, participants or assignees of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of SECTION 2.14(e); providedPROVIDED, thatHOWEVER, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence or such the L/C Issuer’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Markwest Energy Partners L P), Credit Agreement (Markwest Energy Partners L P)
Role of L/C Issuer. Each Committed Loan Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Committed Loan Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Committed Loan Lenders or the Class Required Lenders holding a majority in respect of the Revolving Credit ExposureCommitted Loans, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final and nonappealable judgment) or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any Committed Loan Lender, any of their respective Related Parties nor or any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction by a final and nonappealable judgment) or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Required Class Lenders holding a majority of the having Revolving Credit Exposure, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Perini Corp), Credit Agreement (Perini Corp)
Role of L/C Issuer. Each Lender of the Borrowers and the Borrower agree Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.02(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as are determined by a final nonappealable final, non-appealable judgment of a court of competent jurisdiction, were caused by such jurisdiction to have arisen from the L/C Issuer’s gross negligence or willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (American Commercial Lines Inc.), Credit Agreement (American Commercial Lines Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of CreditCredit or making any payment under a Bankers’ Acceptance, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Committed (USD) Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired (USD) Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit Credit, Bankers’ Acceptance or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit or Bankers’ Acceptance; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(f); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit or to honor any Bankers’ Acceptance presented for payment in strict compliance with its terms and conditions. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferringendorsing, endorsing transferring or assigning or purporting to transferendorse, endorse transfer or assign a Letter of Credit or Bankers’ Acceptance or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Mastec Inc), Credit Agreement (Mastec Inc)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an any L/C Issuer, and such each L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) all documents specified in such Letter of Credit strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (NRG Yield, Inc.), Credit Agreement (NRG Yield, Inc.)
Role of L/C Issuer. Each Lender of the Borrower and the Borrower agree Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiixiii) of Section 2.02(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Wild Oats Markets Inc)
Role of L/C Issuer. Each Lender of the Borrowers and the Borrower agree Revolving Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.17(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which Borrowers arising from the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s gross negligence or willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Oaktree Capital Group, LLC), Credit Agreement (Oaktree Capital Group, LLC)
Role of L/C Issuer. Each Revolving Credit Lender and the Borrower each L/C Party agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Each L/C Party hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower applicable L/C Party from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower applicable L/C Party may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrowerapplicable L/C Party, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower applicable L/C Party which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, such L/C Party proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit issued for the account of such L/C Party after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Toro Co), Credit Agreement (Toro Co)
Role of L/C Issuer. Each Lender and the U.S. Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The U.S. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from U.S. Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the U.S. Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the U.S. Borrower which the U.S. Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Appleton Papers Inc/Wi), Credit Agreement (Paperweight Development Corp)
Role of L/C Issuer. Each Revolving Credit Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)
Role of L/C Issuer. Each Global Revolving Credit Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Global Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Global Revolving Credit Lenders or the Lenders holding a majority of the Required Global Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivii) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Greif Inc), Credit Agreement (Greif Inc)
Role of L/C Issuer. Each Lender and the US Borrower or the European Borrower, as applicable, agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from either Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the US Borrower or the European Borrower, as applicable, may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or negligence, willful misconduct or breach in bad faith of a contractual obligation; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Borrower may have a claim against an L/C Issuer, and such an L/C Issuer may be liable to the a Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Each L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Clarcor Inc.), Credit Agreement (Clarcor Inc.)
Role of L/C Issuer. Each Lender The Borrower and each of the Borrower Lenders agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.02(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as are determined by a final nonappealable final, non-appealable judgment of a court of competent jurisdiction, were caused by such jurisdiction to have arisen from the L/C Issuer’s gross negligence or willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Genius Products Inc), Credit Agreement (Genius Products Inc)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentL/C Application. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (a) through (e)(viii)e) of subsection 2.7.5; provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extentextent such damages are determined in a final, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable non-appealable judgment of a court of competent jurisdiction, were caused by such jurisdiction to have resulted from the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Smith a O Corp), Credit Agreement (Smith a O Corp)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders, the Required Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that, this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viiiSection 2.03(e); provided, however, that, anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower Company proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, Agent or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, Agent or any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.18(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other governmental authority. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Pepsico Inc), Credit Agreement (Pepsico Inc)
Role of L/C Issuer. Each Lender and the Revolver Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Revolver Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Revolver Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Revolver Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Revolver Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Revolver Borrower which the Revolver Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (International Money Express, Inc.)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s 's willful misconduct or gross negligence or such the L/C Issuer’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Credit Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The As between the Borrower and the L/C Issuers and Lenders, the Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any an L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Darden Restaurants Inc), Credit Agreement (Darden Restaurants Inc)
Role of L/C Issuer. Each Revolving A Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving A Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving A Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit unless the L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary and reasonably acceptable to the beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (EnerSys), Credit Agreement (EnerSys)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee or any other Person at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv); provided, that, anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (American Realty Capital Properties, Inc.), Credit Agreement (American Realty Capital Trust, Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Loan Party or to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct or misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document, or (v) for any action, neglect or omission under or in connection with any Letter of Credit or Issuer Documents, including, without limitation, the issuance or amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will be binding upon the Loan Parties and the Lenders; provided that the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to punitive, consequential or exemplary, damages suffered by the Borrower were caused by the L/C Issuer's willful misconduct, bad faith or gross negligence. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no any L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of all of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of CreditCredit issued at the request of such Borrower; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from such ▇▇▇▇▇▇▇▇’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiix) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the any Borrower may have a claim against an any L/C Issuer, and such any L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter as determined by a court of Credit after the presentation to it competent jurisdiction by the beneficiary of a sight draft final and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnonappealable judgment. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.)
Role of L/C Issuer. Each Lender and the Borrower Company agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Committed (USD/MC) Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired (USD/MC) Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Subject to Section 2.19(b), the Borrowers hereby assumes jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Company may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Company which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Company proves were caused by such the L/C Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable judgment), or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (subject to Section 2.03(a)(iii)). In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described Notwithstanding anything in Sections 2.03(e)(iclauses (i) through (e)(viii); provided, that, anything in such sections v) of Section 2.03(e) to the contrary notwithstandingcontrary, the Borrower may have a claim against an the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such the applicable L/C Issuer’s 's willful misconduct or gross negligence or such the applicable L/C Issuer’s 's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (L 3 Communications Holdings Inc)
Role of L/C Issuer. Each Revolving Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Loan Party or to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; (iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Document, or (v) for any action, neglect or omission under or in connection with any Letter of Credit or Letter of Credit Documents, including, without limitation, the issuance or amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or neglect or omission will be binding upon the Loan Parties and the Revolving Lenders; provided that the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer Documentmay be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to punitive, consequential or exemplary, damages suffered by the Borrowers which the Borrowers pursuant to a final and non-appealable judgment of a court of competent jurisdiction were caused by the L/C Issuer's willful misconduct or gross negligence. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided, that, anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Destination Xl Group, Inc.), Credit Agreement (Destination Xl Group, Inc.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses or this Section 2.03(f) to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.)
Role of L/C Issuer. Each Lender of the Borrowers and the Borrower agree Lenders agrees that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Neither the Administrative Agent nor the L/C Issuer, the Administrative Agent, Issuer nor any of their respective Related Parties affiliates, directors, officers, employees, agents or advisors nor any correspondentof the correspondents, participant participants or assignee assignees of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in ordersubstantial compliance with the terms of a Letter of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Sands Regent), Credit Agreement (Sands Regent)
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of CreditCredit requested by such Borrower, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit, requested by such Borrower; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the a Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the such Borrower which the such Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or misconduct, gross negligence or the material breach of any of its obligations hereunder or under any Issuer Document or under any Letter of Credit issued on such Borrower’s behalf or the L/C Issuer’s willful failure to pay under any Letter of Credit Credit, requested by such Borrower after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Third Amended and Restated Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)
Role of L/C Issuer. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any Lender, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any Lender, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the any Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, Borrowers prove were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit (other than as a result of an order of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (W P Carey & Co LLC), Credit Agreement (W P Carey & Co LLC)
Role of L/C Issuer. Each Lender and The Borrower and, in the Borrower case of Revolving Letters of Credit, the Revolving Credit Lenders agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiiv) of Section 2.03(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of CreditCredit AND THE PARENT AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES HEREBY WAIVE AND RELINQUISH ANY AND ALL CLAIMS THEY MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY ANY L/C ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Dynegy Inc /Il/), Credit Agreement (Dynegy Inc.)
Role of L/C Issuer. Each Lender Lender, the Company and the each Designated Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer or Existing L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of CreditCredit or a related sight draft) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the applicable Existing L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or permitted assignee of any the applicable L/C Issuer or Existing L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Company and each Designated Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Company’s or the applicable Designated Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the applicable L/C Issuer, applicable Existing L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any such L/C Issuer or Existing L/C Issuer, as applicable, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Company or the applicable Designated Borrower may have a claim against an such L/C Issuer or Existing L/C Issuer, as applicable, and such L/C Issuer or Existing L/C Issuer, as applicable, may be liable to the Company or the applicable Designated Borrower, as the case may be, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company or the applicable Designated Borrower which the Company or the applicable Designated Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such L/C Issuer’s or Existing L/C Issuer’s, as applicable, willful misconduct or gross negligence as determined by a court of competent jurisdiction by a final and nonappealable judgment or such L/C Issuer’s or Existing L/C Issuer’s, as applicable, willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer or Existing L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer or Existing L/C Issuer, as applicable, shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 2 contracts
Sources: Credit Agreement (Towers Watson Delaware Inc.), Credit Agreement (Towers Watson & Co.)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit ExposureRequired Lenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C IssuerIssuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiviii) of Section 2.03(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final and nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence negligence, as determined by a final and nonappealable judgment of a court of competent jurisdiction, or such L/C Issuer’s willful failure failure, as determined by a final and nonappealable judgment of a court of competent jurisdiction, to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an any L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An Any L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the each Borrower agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative Agent, any of their respective its Related Parties nor any correspondentof the correspondents, participant participants or assignee assignees of any such L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Class Lenders holding a majority in respect of the Revolving Credit ExposureFacility, as applicable, (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, provided that this assumption is not intended to, and shall not, preclude the Borrower Borrowers from pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None of any the applicable L/C Issuer, the Administrative Agent, any of their respective its Related Parties nor any correspondentof the correspondents, participant participants or assignee assignees of any such L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiiii) of this Section 2.4(e); provided, that, provided that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were Borrowers caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s bad faith, willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a such Letter of CreditCredit (in any such case as determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the applicable L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuer. Each Lender and the Borrower Borrowers agree that, in paying any drawing under a Letter of Credit, no the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and other documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the applicable L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the applicable L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Credit Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower Borrowers hereby assumes assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower Borrowers from pursuing such rights and remedies as it they may have against the beneficiary or transferee at law Law or under any other agreement. None of any the applicable L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any such L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiivi) of Section 2.03(f); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower Borrowers may have a claim against an such L/C Issuer, and such L/C Issuer may be liable to the BorrowerBorrowers, to the extent, but only to the extent, of any direct, as opposed to indirect, special, punitive, consequential or exemplary, damages suffered by the Borrower Borrowers which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, jurisdiction determines in a final non-appealable judgment were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Creditnegligence. In furtherance and not in limitation of the foregoing, an the applicable L/C Issuer may may, in its sole discretion, either accept documents that appear on their face to be in orderorder and make payment upon such documents, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a reason or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiaryCredit.
Appears in 1 contract
Sources: Credit Agreement (Atotech LTD)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative any Agent, -Related Person nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Revolving Lenders or the Lenders holding a majority of the Required Revolving Credit ExposureLenders, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct misconduct, as determined by a final and nonappealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer DocumentLetter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative any Agent-Related Person, nor any of their the respective Related Parties nor any correspondentcorrespondents, participant participants or assignee assignees of any the L/C Issuer Issuer, shall be liable or responsible for any of the matters described in Sections 2.03(e)(isubsections (i) through (e)(viiiv) of Section 2.03(e); provided, however, that, anything in such sections subsections to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case, as determined by a final and nonappealable judgment of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Revolving Lenders, the Required Lenders or the Lenders holding a majority of the Revolving Credit Exposure, as applicable, ; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct or breach in bad faith of its obligations hereunder; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, thathowever, that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any the L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(iclauses (i) through (e)(viiiv) of Section 2.04(e); provided, thathowever, that anything in such sections clauses to the contrary notwithstanding, the Borrower may have a claim against an the L/C Issuer, and such the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, proves were caused by such the L/C Issuer’s willful misconduct or gross negligence or such breach in bad faith of its obligations hereunder or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing transferring or assigning or purporting to transfer, endorse transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract