Common use of Acting in Concert Clause in Contracts

Acting in Concert. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof.

Acting in Concert. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral (if any) or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof.

Acting in Concert. Notwithstanding anything 8.1 If and for so long as the Panel considers that the Buyers (or any one of them) and the Seller are regarded as “acting in concert” for the purposes of the City Code on Takeovers and Mergers (the “Takeover Code”), (a) the Seller covenants and undertakes to each of the Buyers and each of the Buyers severally covenant and undertake to the contrary contained herein or in any other Loan Document, Seller: (i) not to have any “dealings” or “interests in securities” of the authority Company in circumstances where the Buyers and the Seller’s combined shareholding in the Company is less than 50 per cent. of the entire issued share capital of the Company unless and until it has received written confirmation from the Panel on Takeovers and Mergers (the “Panel”) that the Buyers and the Seller are no longer acting in concert or that the Takeover Code does not apply to enforce rights the Company; (ii) without prejudice to the foregoing, do anything which may require the Buyers and/or the Seller to make a mandatory offer under Rule 9 of the Takeover Code, and (b) the Seller covenants and remedies hereunder undertakes to each the Buyers not to have any “dealings” or “interests in securities” of the Company without first notifying the Buyers in writing and under unless and until the other Loan Documents against the Loan Parties Panel has confirmed that no such “dealings” or acquisition of “interests in securities” would trigger an obligation on any of the Buyers or the Seller to make a mandatory offer under Rule 9 of the Takeover Code. 8.2 For the purposes of this Clause 8 the terms: “acting in concert”, “dealings” and “interests in securities” shall have the meanings ascribed to them shall in the Takeover Code. 8.3 Nothing in this Clause 8 is to be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, construed as the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided parties accepting that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (Company is subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing Takeover Code and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed without prejudice to the Administrative Agent pursuant parties’ right to Article X, and (2) in addition to challenge that the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and Company is subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereofTakeover Code.