Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent and the Co-Obligors agree that, in paying any drawing under a Credit, 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 the 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C 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 or the Required Lenders, 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 L/C Issuer Document. The Co-Obligors’ Agent and the Co-Obligors hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of their respective correspondents, participants or assignees, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person 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 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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.
Appears in 3 contracts
Sources: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its either of their use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Restatement Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower’s pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Signify Health, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Parent Borrower and the Co-Obligors U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders or the Required Facility Lenders with respect to the U.S. Revolving Credit Facility, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors applicable Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors each applicable Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 CreditLetter of Credit in each case as determined by a final and non appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Fifth Amended and Restated Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective Affiliates, correspondents, participants or assignees participants, assignees, directors, officers, employees, agents, and attorneys of the any L/C Issuers 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 or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or related application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of their the respective Affiliates, correspondents, participants or participants, assignees, directors, officers, employees, agents, and attorneys of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.01(ethis clause (x); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive, lost profits or exemplary, damages suffered by such Person which such Person proves the Parent Borrower that were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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) documents 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.), Credit Agreement (Fortrea Holdings Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Parent Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Parent Borrower 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) documents strictly complying with the terms and conditions of a CreditLetter of Credit (in each case, as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Abl Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Domestic Revolving Lender and the Co-Obligors PRA agree that, in paying any drawing under a Letter of Credit, 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 the 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the an L/C Issuers Issuer shall be liable to any Domestic Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Domestic Revolving Lenders or the Required LendersDomestic Revolving Lenders holding more than 50% of the Domestic Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors PRA hereby jointly and severally assume 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, not preclude the Co-Obligors’ Agent or any of the Co-Obligors from PRA’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, an L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors PRA may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonPRA, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person PRA which such Person PRA 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 of a sight draft and certificate(s) strictly complying with the terms and conditions of a CreditLetter of Credit unless such 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, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. The L/C 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 3 contracts
Sources: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Delta Tucker Holdings, Inc.), Credit Agreement (Phoenix Consulting Group, LLC)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 3 contracts
Sources: Omnibus Incremental Term Loan and Seventh Amendment to Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.), First Lien Credit Agreement (Jason Industries, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties Parties, nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrower 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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, provided that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 2 contracts
Sources: Credit Agreement (Bumble Inc.), Credit Agreement (Bumble Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Credit Lender and the Co-Obligors Borrowers agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 Revolving Credit Lenders or the Required Revolving Credit Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person proves the Borrowers prove were 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 issued by it 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, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Aimco Properties L.P.), Senior Secured Credit Agreement (Aimco Properties L.P.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the L/C Issuers 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 Credit Lenders or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence or on the part of the relevant L/C Issuer (as determined in a final and non-appealable judgment by a court of competent jurisdiction) such L/C Issuer’s willful failure Issuer shall be deemed to pay under any 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 Credithave exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 2 contracts
Sources: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (Change Healthcare Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent-Related Person, any of their respective Related Parties nor any of the respective correspondents, participants or assignees assignees, Affiliates or Subsidiaries of the any L/C Issuers Issuer or any of the respective officers, directors, employees, agents, advisors or other representatives of an L/C Issuer or its Affiliate 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, willful misconduct or willful misconductbad faith; or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors a Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Persona Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were Borrower caused by such L/C Issuer’s gross negligence, willful misconduct or gross negligence bad faith 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 Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Amendment No. 1 (Global Business Travel Group, Inc.), Credit Agreement (Global Business Travel Group, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent US Lender and the Co-Obligors US Borrower agree that, in paying any drawing under a Letter of Credit, the applicable 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 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the applicable L/C Issuers Issuer shall be liable to any US Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the US Lenders or the Required US Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors US Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors US 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors US Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe US Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the US Borrower which such Person proves the US 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 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, the an L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to 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. 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 2 contracts
Sources: Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Schnitzer Steel Industries Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents demand, certificate or other document expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Lender or Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith, fraud or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the absence of due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vviii) of Section 2.01(e2.03(e) or clauses (i) through (iii) of this Section 2.03(f); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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 CreditLetter of Credit (in each case, as are determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Amendment No. 4 to Credit Agreement and Limited Waiver and Amendment No. 1 to Security Agreement (Solo Brands, Inc.), Credit Agreement (Solo Brands, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties Party nor any of the respective correspondents, participants or assignees of the L/C 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 or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct as determined by a final, non-appealable judgment by a court of competent jurisdiction or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related PartiesParty, nor any of their the respective correspondents, participants or assigneesassignees of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.2(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 CreditLetter of Credit in a final non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the an L/C Issuers 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, investigation and the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Parent Borrower and the Co-Obligors U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders or the Required Facility Lenders with respect to the U.S. Revolving Credit Facility, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors applicable Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors each applicable Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 CreditLetter of Credit in each case as determined by a final and non appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Revolving Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Each Revolving Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors from such Revolving 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors each Revolving Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonRevolving Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Revolving Borrower which such Person proves Revolving 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 misconduct, bad faith 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, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 Request for L/C Issuer DocumentIssuance. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Styron Canada ULC), Credit Agreement (Trinseo S.A.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower Representative agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 Credit Lenders or the Required Revolving Credit Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision), or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower Representative hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors from Borrower Representative’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties, Parties nor any of their respective correspondents, participants or assignees, assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower Representative may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower Representative, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower Representative which such Person the Borrower Representative 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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 2 contracts
Sources: Incremental Facility Amendment (Media General Inc), Credit Agreement (Media General Inc)
Role of L/C Issuers. Each Lender, Lender and each of the Co-Obligors’ Agent U.S. Borrowers and the Co-Obligors Dutch Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Tranche A Revolving Credit Commitments, 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent Each of the U.S. Borrowers and the Co-Obligors Dutch Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any each of the Co-Obligors U.S. Borrowers and the Dutch Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, punitive, consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 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 Creditnegligence. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Nielsen Holdings PLC), Credit Agreement (Nielsen Holdings PLC)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (iii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or (iiii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i(i) through (v(vii) of Section 2.01(eSection 2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 2 contracts
Sources: Credit Agreement (Alight, Inc. /DE), Credit Agreement (Alight, Inc. / Delaware)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related Parties Affiliate thereof nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit (other than the presentation of any sight draft, certificates and documents expressly required by the Letter of Credit); provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related PartiesAffiliate thereof, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such 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, the any L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Five Year Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Credit Lender and the Co-Obligors Lead Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Revolving Credit Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Lead Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Lead Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person the Lead Borrower 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, the any L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (Ahny-Iv LLC)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Participating Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, howeverthat, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower’s pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, howeverthat, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrower 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 CreditLetter of Credit (in each case, as determined by the final and non-appealable judgment of a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 Credit Lenders or the Required Revolving Credit Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision), or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties, Parties nor any of their respective correspondents, participants or assignees, assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s '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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 2 contracts
Sources: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Company agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C 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 Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Company hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Company may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Company which such Person the Company proves (in each case as determined by a final and 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, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. The L/C 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 2 contracts
Sources: Syndicated Facility Agreement (Aecom), Credit Agreement (Aecom)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuers shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the 068800 000057 DALLAS 1872243.4 request or with the approval of the Lenders or the Required Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assigneesthe L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 2 contracts
Sources: Credit Agreement (Ferrellgas Finance Corp), Credit Agreement (Ferrellgas Partners Finance Corp)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties Parties, nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(eSection 2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrower 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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrower 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 CreditLetter of Credit (in each case, as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents demand, certificate or other document expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Lender or Loan Party for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith, fraud or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the absence of due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vviii) of Section 2.01(e2.03(e) or clauses (i) through (iii) of this Section 2.03(f); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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 CreditLetter of Credit (in each case, as are determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be 83 responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Solo Brands, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 Credit Lenders or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person proves the Borrower prove 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Parent Borrower which such Person the Parent Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (TC3 Health, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Participating Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors a 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors a Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthat Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by such Person that Borrower which such Person that Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter 42 Lululemon Credit Agreement 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the an L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any its respective Letters of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, an L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors applicable Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence as determined by a court of competent jurisdiction by final and nonappealable judgment 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, the an L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent U.S. Revolving Credit Lender and the Co-Obligors U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any U.S. Revolving Credit Lender for for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required U.S. Revolving Credit Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors U.S. Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person the U.S. Borrower 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, the any L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith, material breach or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith, material breach 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Restatement Agreement (Playa Hotels & Resorts N.V.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower Agent agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Borrower Agent and the Co-Obligors hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower’sBorrower Agent’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Borrower Agent or any of the Co-Obligors may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower Agent, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower Agent which such Person the Borrower Agent proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Credit after the presentation to it as determined in a final and non-appealable judgment by the beneficiary a court of a sight draft and certificate(s) strictly complying with the terms and conditions of a Creditcompetent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties Agent‑Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related PartiesAgent‑Related Person, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Jason Industries, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties Agent‑Related Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related PartiesAgent‑Related Person, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower AMERICAS 94626185 proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (Jason Industries, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(eSectionSection 2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were are 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Credit Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C Issuers 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 Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (vviii) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the an L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i(i) through (v(vii) of Section 2.01(eSection 2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were wereare caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Series C Revolving Credit Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Series C Revolving Credit Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Series C Revolving Credit Lenders or the Required LendersSeries C Revolving Credit Lenders holding a majority of the Series C Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the applicable L/C Issuers 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 Credit Lenders or the Required Revolving Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves 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, the applicable L/C Issuers 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 the applicable L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Domestic Revolving Lender and the Co-Obligors PRA agree that, in paying any drawing under a Letter of Credit, 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 the 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the an L/C Issuers Issuer shall be liable to any Domestic Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Domestic Revolving Lenders or the Required LendersDomestic Revolving Lenders holding more than 50% of the Domestic Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors PRA hereby jointly and severally assume 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, not preclude the Co-Obligors’ Agent or any of the Co-Obligors from PRA’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, an L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors PRA may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonPRA, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person PRA which such Person PRA 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 of a sight draft and certificate(s) strictly complying with the terms and conditions of a CreditLetter of Credit unless such 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, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. The L/C Issuers may send a Letter of Credit or conduct any communication to or from 13598911v3 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
Sources: Credit Agreement (Pra Group Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors such Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Credit or the rights or benefits thereunder or proceeds thereof, in whole or each case as determined in part, which may prove to be invalid or ineffective for any reason.a final and non-appealable judgment by
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person 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 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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.of
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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. -61 None of the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its either of their use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Blucora, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors a Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 1 contract
Sources: Credit Agreement (CONDUENT Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Multicurrency Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its either of their use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from applicable Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors applicable Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the applicable Borrower caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent and Company and, as applicable, the Co-Obligors Foreign Borrower, agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and Company or, as applicable, the Co-Obligors Foreign Borrower, hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Company may have a claim against the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to such Personthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Company which such Person the Company 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring transferring, endorsing or assigning or purporting to transfer 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. 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 47 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 Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, provided that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrowers which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 4849-7283-2717 106 ineffective for any reason, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 1 contract
Sources: Credit Agreement (Bumble Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Company agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the any L/C Issuers, the Administrative AgentIssuer, any of their respective Agent-Related Parties nor Person or any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Company hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the any L/C Issuers, the Administrative AgentIssuer, any of their respective Agent-Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Company may have a claim against the applicable an L/C Issuer, and such an L/C Issuer may be liable to such Personthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Company which such Person the Company proves (as determined by a court of competent jurisdiction by final and nonappealable judgment) were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s bad faith or 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, the each L/C Issuers 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, absent bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and the nonappealable judgment), no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 1 contract
Sources: Amendment and Restatement Agreement (Fti Consulting, Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Parent Borrower which such Person the Parent Borrower 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 CreditLetter 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Lead Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Lead Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors from Lead 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Lead Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Lead Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Lead Borrower caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related Parties Affiliate thereof nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit (other than the presentation of any sight draft, certificates and documents expressly required by the Letter of Credit); provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related PartiesAffiliate thereof, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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, the any L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Autozone Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the any L/C Issuers, the Administrative AgentIssuer, any of their respective L/C Issuer Related Parties nor Person or any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the any L/C IssuersIssuer, the Administrative Agentany L/C Issuer Related Person, any of their respective Related Parties, nor any of their the respective correspondents, participants or assignees, assignees of any L/C Issuer or any Lender shall be liable or responsible to the Borrower for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential special, indirect, consequential, punitive or exemplary, damages suffered by such Person the Borrower which such Person proves were damages have been determined by a final non-appealable judgment of a court of competent 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 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 Creditnegligence. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any 45 [[5256212]] instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Incremental Facility and Amendment Agreement (Noble Midstream Partners LP)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 Global Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from applicable Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors applicable Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 each case, by obtaining a final and nonappleable judgment in such Borrowers’ favor by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a final, non-appealable judgment of a court of competent jurisdiction); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, provided that this assumption is not intended to, and shall not, preclude the Co-ObligorsBorrowers’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, indirect, punitive, special or exemplary, damages suffered by such Person which such Person proves were the Borrowers caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure (as determined by a final, non-appealable 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective Affiliates, correspondents, participants or assignees participants, assignees, directors, officers, employees, agents, and attorneys of the any L/C Issuers 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 or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or related application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of their the respective Affiliates, correspondents, participants or participants, assignees, directors, officers, employees, agents, and attorneys of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of Section 2.01(ethis clause (x); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent ▇▇▇▇▇▇▇▇, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive, lost profits or exemplary, damages suffered by such Person which such Person proves the Parent Borrower that were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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) documents 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties Party nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related PartiesParty, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e); 2.2(e) provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 CreditLetter of Credit in a final non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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, investigation and the each such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer Issuers shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related Parties Affiliate thereof nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit (other than the presentation of any sight draft, certificates and documents expressly required by the Letter of Credit); provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the No L/C Issuers, the Administrative Agent, Issuer nor any of their respective Related PartiesAffiliate thereof, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.4(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such 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, the any L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, (i) in paying any drawing under a Letter of Credit, the applicable each L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C 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 or the Required Lenders, 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 L/C Issuer Document. The Co-Obligors’ Agent and the Co-Obligors hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of their respective correspondents, participants or assignees, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person 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 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 (iii) the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason. No Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (x) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (y) any action taken or omitted in the absence of gross negligence or willful misconduct; or (z) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter 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, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses or this Section 2.03(f) 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 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non- appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrower 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) documents strictly complying with the terms and conditions of a CreditLetter of Credit (in each case, as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 Credit Lenders or the Required Revolving Credit Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; misconduct (as determined by a court of competent jurisdiction in a final non‑appealable decision), or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative AgentAgents, any of their respective Related Parties, Parties nor any of their respective correspondents, participants or assignees, assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s 's willful misconduct or gross negligence or such L/C Issuer’s '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 CreditLetter of Credit (in each case as determined by a court of competent jurisdiction in a final non‑appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors BorrowerCompany agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors BorrowerCompany hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower’sCompany’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors BorrowerCompany may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe BorrowerCompany, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the BorrowerCompany which such Person the BorrowerCompany 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree each Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final non-appealable decision); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors applicable Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of this Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrowers may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves were the Borrowers 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 CreditLetter of Credit (in each case, as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (W R Grace & Co)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the L/C 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 or the Required Lenders, as applicable; , (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; 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 Issuer DocumentRequest or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of the L/C Issuers, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to special, punitive, indirect, consequential or exemplary, damages suffered by such Person which such Person proves the Borrower that a court of competent jurisdiction determines in a final, non-appealable judgment were caused by such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or material breach of its obligations 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Participating Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 Request for L/C Issuer DocumentIssuance. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors either 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 the L/C Issuers, the Administrative any Agent-Related Person, nor 80 133055744_29 any of their respective Related Parties, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors each Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personeach Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by such Person either Borrower which such Person Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Trinseo PLC)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties nor Person or any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agentany Agent- Related Person, or any of their respective Related Parties, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, punitive or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders or the Required Facility Lenders holding a majority of thewith respect to the applicable Revolving Credit CommitmentsFacility or Facilities, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Parent Borrower which such Person the Parent Borrower 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 CreditLetter 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolver Lender and the Co-Obligors ▇▇▇▇▇▇▇▇ agree that, in paying any drawing under a Creditan L/C, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates certificates, and documents expressly required by the CreditL/C) 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 the L/C Issuers, the any Related Party of Administrative Agent, any of their respective Related Parties nor or any of the respective correspondents, participants participants, or assignees of the L/C Issuers 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 Revolver Lenders, Required Revolver Lenders, Required Term Loan Lenders, Required Delayed Draw Term Loan Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity validity, or enforceability of any document or instrument related to any L/C Issuer Documentor L/C Agreement. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any CreditL/C; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the any Related Party of Administrative Agent, or any of their respective Related Parties, nor any of their the respective correspondents, participants participants, or assignees, assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.3(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such an L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 Credit L/C after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Credit. an L/C. In furtherance and not in limitation of the foregoing, the an L/C Issuers 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 the an L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Credit an L/C 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. Each L/C Issuer may send an L/C 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
Sources: Credit Agreement (Vail Resorts Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Lender for for:
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; ;
(ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or or
(iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Revolving Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable an L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C 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 Revolving Credit Lenders or the Required LendersRevolving Lend- ers, as applicable; (ii) any action taken or omitted in the absence of its gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such an L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were 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 Letter of Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Revolving Borrowers agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Each Revolving Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors from such Revolving 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(eSection 7.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors each Revolving Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonRevolving Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Revolving Borrower which such Person proves Revolving 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 misconduct, bad faith 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, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C 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 Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of its gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such an L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 Credit. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (DineEquity, Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct misconduct, bad faith, material breach or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct, bad faith, material breach 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, (i) in paying any drawing under a Letter of Credit, the applicable each L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of the L/C 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 or the Required Lenders, 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 L/C Issuer Document. The Co-Obligors’ Agent and the Co-Obligors hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, nor any of their respective correspondents, participants or assignees, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person 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 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 Credit. In furtherance and not in limitation of the foregoing, the L/C 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 (iii) the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason. No Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (x) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (y) any action taken or omitted in the absence of gross negligence or willful misconduct; or (z) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter 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, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses or this Section 2.03(f) 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 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Company agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C 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 Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Company hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Company may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Company which such Person the Company proves (in each case as determined by a final and 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, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. The L/C 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 1 contract
Sources: Credit Agreement (Aecom)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the any L/C Issuers 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 Global Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby 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, however, that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from applicable Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors applicable Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Personthe applicable Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, special, indirect, punitive or exemplary, damages suffered by such Person Borrower which such Person Borrower 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 each case, by obtaining a final and nonappealable judgment in such Borrowers’ favor by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Each Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(e2.03(e) or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors a Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person proves were are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross negligence on the part of the relevant L/C Issuer 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 Credit, in each case, as determined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuer shall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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, or refuse to accept and make payment upon such documents if such documents are not in compliance with the terms of such Letter of Credit.
Appears in 1 contract
Sources: Credit Agreement (CONDUENT Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 the 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the such L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the such L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person proves the Borrower that a court of competent jurisdiction in a final, non-appealable judgment, determines 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, the applicable L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which that may prove to be invalid or ineffective for any reason.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable no L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the an L/C Issuers 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 or the Required Lenders, 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of an L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.01(e2.04(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors may have a claim against the applicable L/C Issuer, and such L/C Issuer may be liable to such Person, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person which such Person 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 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 Credit. In furtherance and not in limitation of the foregoing, the an L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Baker Hughes Inc)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors agree each Borrower agrees that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrowers hereby jointly and severally assume all risks of the acts or omissions of any beneficiary or transferee with respect to its either of their use of any Letter of Credit; provided, however, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from either Borrower pursuing such rights and remedies as it they may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors a Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such PersonBorrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person Borrower which such Person Borrower proves were caused by such L/C Issuer’s (or its Related Parties’) willful misconduct or gross negligence or such L/C Issuer’s (or its Related Parties’) willful misconduct 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Sources: Credit Agreement (Blucora, Inc.)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders holding a majority of the Participating Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential consequential, punitive or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.. WEIL:\98000682\4\25136.0119
Appears in 1 contract
Sources: Credit Agreement
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees of the applicable L/C Issuers 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 Revolving 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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, the applicable L/C Issuers 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 the applicable L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under drawingunder a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other document(other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain toascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing Personexecuting or delivering any such document. None of the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of anyof the respective correspondents, participants or assignees of the any L/C Issuers Issuer shall be liable to any Lender for Lenderfor (i) any action taken or omitted in connection herewith at the request or with the approval of theLenders or the Lenders or holding a majority of the Required LendersRevolving Credit Commitments, as applicable; (ii) any action anyaction taken or omitted in the absence of gross negligence or willful misconductmisconduct as determined in a finaland non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, ,effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit orLetter of Credit Issuance Request. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume assumes all risks of the acts or omissions of any beneficiary anybeneficiary or transferee with respect to its use of any Letter of Credit; provided, however, provided that this assumption is not isnot intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors from Borrower’s pursuing such rights and remedies as it may have against haveagainst the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective anyAgent-Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/CIssuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvii) of Section 2.01(eSection2.03(e) or any error, omission, interruption, loss or delay in transmission or delivery of any draft, noticeor other communication under or relating to any Letter of Credit (including any document required tomake a drawing thereunder), any error in interpretation of technical terms or any consequence arisingfrom causes beyond the control of such L/C Issuer; provided, however, provided that anything in such clauses to the contrary notwithstandingcontrarynotwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personliableto the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplaryorexemplary, damages suffered by such Person the Borrower which such Person proves were are caused by such L/C Issuer’s failure to exercisecare when determining whether drafts and other documents presented under a Letter of Credit complywith the terms thereof. The parties hereto expressly agree that, in the absence of willful misconduct or gross orgross negligence on the part of the relevant L/C Issuer or such L/C Issuer’s willful failure or grossly negligentfailure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(sandcertificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case, asdetermined in a final and non-appealable judgment by a court of competent jurisdiction, such L/C Issuershall be deemed to have exercised care in each such determination. In furtherance and not in limitation of the ofthe foregoing, the each L/C Issuers Issuer may accept documents that appear on their face to be in order, without responsibility withoutresponsibility for further investigation, regardless of any notice or information to the contrary, and the no L/C Issuers CIssuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting orpurporting to 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, or refuse to accept andmake payment upon such documents if such documents are not in compliance with the terms of suchLetter of Credit.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Parent Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required LendersLenders or the Lenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence negligence, bad faith or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Parent Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Parent Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Parent Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Parent Borrower which such Person the Parent Borrower proves were caused by such L/C Issuer’s willful misconduct misconduct, bad faith or gross negligence or such L/C Issuer’s willful or grossly negligent, or bad faith, 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 CreditLetter 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors U.S. Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents demand, certificate or other document expressly required by 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors U.S. Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors U.S. Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe U.S. Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the U.S. Borrower which such Person the U.S. Borrower proves were caused by such L/C Issuer’s bad faith, willful misconduct misconduct, fraud or gross negligence or such L/C Issuer’s bad faith or 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 CreditLetter of Credit (in each case, as are determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, the applicable relevant L/C Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex, teletype or electronic mail message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by the relevant L/C Issuer and 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 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related Parties Person nor any of the respective correspondents, participants or assignees of the any L/C Issuers 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 Credit Lenders or the Required LendersLenders holding a majority of the Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct 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 L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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, provided that this assumption is not intended to, and shall not, preclude the Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative any Agent, any of their respective -Related PartiesPerson, nor any of their the respective correspondents, participants or assigneesassignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vvi) of Section 2.01(e2.03(e); provided, however, provided that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person proves the Borrower prove 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 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, the each L/C Issuers 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 the no L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the respective correspondents, participants or assignees of the applicable L/C Issuers 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 Credit Lenders or the Required Revolving Lenders, 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 L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the applicable L/C IssuersIssuer, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the applicable L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable L/C Issuer, and such the applicable L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Borrower which such Person the Borrower 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, the applicable L/C Issuers 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 the applicable L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. 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 1 contract
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Company agree that, in paying any drawing under a Letter of Credit, 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 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondentscorrespondent, participants participant or assignees assignee of the L/C 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 Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any L/C document or instrument related to any Letter of Credit or Issuer Document. The Co-Obligors’ Agent and the Co-Obligors Company hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the L/C Issuers, the Administrative Agent, any of their respective Related Parties, Parties nor any correspondent, participant or assignee of their respective correspondents, participants or assignees, the L/C Issuers shall be liable or responsible for any of the matters described in clauses (i) through (vix) of Section 2.01(e2.03(f); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Company may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Person the Company which such Person the Company proves (in each case as determined by a final and 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, the L/C 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 the L/C Issuers shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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. The L/C 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 1 contract
Sources: Credit Agreement (Aecom)
Role of L/C Issuers. Each Lender, the Co-Obligors’ Agent Lender and the Co-Obligors Borrower agree that, in paying any drawing under a Letter of Credit, 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 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 the any L/C Issuers, the Administrative AgentIssuer, any of their respective L/C Issuer Related Parties nor Person or any of the respective correspondents, participants or assignees of the any L/C Issuers 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 or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconductmisconduct (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any L/C Issuer Documentdocument or instrument related to any Letter of Credit or Letter of Credit Application. The Co-Obligors’ Agent and the Co-Obligors Borrower hereby jointly and severally assume 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 Co-Obligors’ Agent or any of the Co-Obligors 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 the any L/C IssuersIssuer, the Administrative Agentany L/C Issuer Related Person, any of their respective Related Parties, nor any of their the respective correspondents, participants or assignees, assignees of any L/C Issuer or any Lender shall be liable or responsible to the Borrower for any of the matters described in clauses (i) through (v) of Section 2.01(e2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Co-Obligors’ Agent or any of the Co-Obligors Borrower may have a claim against the applicable an L/C Issuer, and such L/C Issuer may be liable to such Personthe Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential special, indirect, consequential, punitive or exemplary, damages suffered by such Person the Borrower which such Person proves were damages have been determined by a final non-appealable judgment of a court of competent 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 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 Creditnegligence. In furtherance and not in limitation of the foregoing, the each L/C Issuers 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 the such L/C Issuers Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to 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.
Appears in 1 contract