Administrative Agent’s Determinations Binding Clause Samples
The "Administrative Agent’s Determinations Binding" clause establishes that any calculations, decisions, or determinations made by the administrative agent under the agreement are considered final and binding on all parties involved. In practice, this means that if the agent calculates interest rates, payment amounts, or compliance with covenants, those results are accepted without dispute unless there is a clear error. This clause streamlines the administration of the agreement by centralizing authority and reducing the potential for disagreements, thereby ensuring efficient and consistent management of the contract’s terms.
Administrative Agent’s Determinations Binding. All determinations by the Administrative Agent pursuant to this Article XII shall be made by it in accordance with the provisions herein and with the intent being to equitably share the credit risk after a Sharing Event for all Loans and Letters of Credit and other Extensions of Credit hereunder in accordance with the provisions hereof. Absent manifest error, all determinations by the Administrative Agent hereunder shall be binding on the Credit Parties and each of the Lenders. The Administrative Agent shall have no liability to any Credit Party or Lender hereunder for any determinations made by it hereunder except to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).