Actions of Agent. The Agent 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, telecopy, telex or teletype 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 Agent.
Actions of Agent. Any Letter of Credit may, in ---------------- the discretion of the Agent or its correspondents, be interpreted by them (to the extent not inconsistent with such Letter of Credit) in accordance with the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce, as adopted or amended from time to time, or any other rules, regulations and customs prevailing at the place where any Letter of Credit is available or the drafts are drawn or negotiated. The Agent and its correspondents may in good faith accept and act upon the name, signature, or act of any party purporting to be the executor, administrator, receiver, trustee in bankruptcy, or other legal representative of any party designated in any Letter of Credit in the place of the name, signature, or act of such party.
Actions of Agent. Consultant will not act on behalf of Owner or represent or hold itself out to other Persons as having the authority to act on behalf of Owner.
Actions of Agent. If an Event of Default shall have occurred and be continuing hereunder, the Agent shall, at the direction of the Controlling Party, do one of the following:
(a) declare the entire unpaid principal amount of the Loan, all interest accrued and unpaid thereon and all other amounts payable under this Loan Agreement and the other Loan Documents to become immediately due and payable;
(b) either on its own or through an agent, take possession of and sell the Collateral pursuant to Section 9.15, provided, however, that neither the Agent nor any collateral agent may sell or otherwise liquidate the Collateral unless either (i) the proceeds of such sale or liquidation are sufficient to discharge in full the amounts then due and unpaid upon the Loan for principal and accrued interest and the fees and all other amounts required to be paid pursuant to the Priority of Payments, as applicable, or (ii) so long as the Guarantee Issuance Agreement remains in effect and the Guarantor has made all required payments pursuant to the Guarantee Issuance Agreement, the Guarantor consents thereto;
(c) institute Proceedings for collection of amounts due on the Loan or under this Loan Agreement by automatic acceleration or otherwise, or if no such acceleration or collection efforts have been made, or if such acceleration or collection efforts have been made, but have been annulled or rescinded, the Agent may elect to take possession of the Collateral and collect or cause the collection of the proceeds thereof and apply such proceeds in accordance with the applicable provisions of this Loan Agreement;
(d) enforce any judgment obtained and collect any amounts adjudged from the Borrower;
(e) institute any Proceedings for the complete or partial foreclosure of the Lien created by the Agreement with respect to the Collateral; and
(f) protect the rights of the Agent and the Lender by taking any appropriate action including exercising any remedy of a secured party under the UCC or any other Applicable Law. Notwithstanding the foregoing, upon the occurrence of an Event of Default of the type described in clause (c) of the definition thereof, the Outstanding Loan Balance, all interest accrued and unpaid thereon and all other amounts payable under the Agreement and the other Loan Documents shall automatically become immediately due and payable.
Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Equityholders and shall be final, binding and conclusive upon each such Equityholder, and Escrow Agent, Paying Agent, Purchaser, Merger Sub and the Surviving Corporation may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Equityholder. Escrow Agent, Paying Agent, Purchaser, Merger Sub and the Surviving Corporation are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Equityholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.
Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent, Purchaser and Company may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent, Purchaser and Company are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Shareholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.
Actions of Agent. The Lenders authorize and direct the Agent to enter into this Agreement and the other Credit Documents, for the ratable benefit of the Lenders, and to hold the Security Interest and to obtain and exercise “control” (within the meaning of Sections 8-106 and 9-104 of the UCC) on behalf of and for the ratable benefit of such other Lenders. Each Lender agrees that any action taken by the Agent, in accordance with the terms of this Agreement or the other Credit Documents, and the exercise by the Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.
Actions of Agent. A decision, act, consent or instruction of ---------------- TVN, taken with respect to this Section 5.4 shall constitute a decision of all the TVN Indemnified Persons and shall be final, binding and conclusive upon each of the TVN Indemnified Persons, and Xxxxx-Xxxxxx and GRTV may rely upon any decision, act, consent or instruction of TVN taken in such manner as being the decision, act, consent or instruction of each and every such TVN Indemnified Person. Xxxxx-Xxxxxx are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of TVN taken in such manner.
Actions of Agent. A decision, act, consent or instruction of ---------------- Xxxxx-Xxxxxx, taken with respect to this Section 5.5 shall constitute a decision of all the Xxxxx-Xxxxxx Indemnified Persons and shall be final, binding and conclusive upon each of the Xxxxx-Xxxxxx Indemnified Persons, and TVN and Newco may rely upon any decision, act, consent or instruction of Xxxxx-Xxxxxx taken in such manner as being the decision, act, consent or instruction of each and every such Xxxxx-Xxxxxx Indemnified Person. TVN and Newco are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of Xxxxx-Xxxxxx taken in such manner.
Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Equityholders and shall be final, binding and conclusive upon each such Equityholder, and the Escrow Agent, Paying Agent, Purchaser, Merger Sub and Surviving Corporation may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Equityholder. The Escrow Agent, Paying Agent, Purchaser, Merger Sub and Surviving Corporation are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Equityholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. Furthermore, Agent shall not be required to take any action unless Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect Agent against the costs, expenses and liabilities which may be incurred by Agent in performing such actions. Agent shall be entitled to: (i) rely upon the Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Equityholder or other party.
