Common use of Authorized Officers and Administrative Agent Clause in Contracts

Authorized Officers and Administrative Agent. (a) On the Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Administrative Borrower shall deliver to the Administrative Agent a secretary’s certificate setting forth the names of the Senior Officers or other agents of the Administrative Borrower authorized to request Loans and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer’s or agent’s authority to request Loans until the Administrative Agent receives written notice to the contrary. In addition, each Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. No Agent shall have any duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Borrowing Request, or any other document. None of the Agents, the L/C Issuers or the Lenders shall incur any liability to the Borrowers, or any other Person in acting upon any telecopy or facsimile notice referred to above which any Agent in good faith reasonably believes to have been given by a duly authorized Senior Officer, agent or other person authorized to borrow in the name of the Administrative Borrower on behalf of the Borrowers except in the case of gross negligence or willful misconduct by such Agent as determined in a final judgment by a court of competent jurisdiction.

Appears in 2 contracts

Samples: Revolving Credit Agreement (James River Coal CO), Revolving Credit Agreement (James River Coal CO)

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Authorized Officers and Administrative Agent. (a) On the Closing Effective Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Administrative Borrower shall deliver to the Administrative Agent a secretary’s certificate setting forth the names of the Senior Officers or other agents officers of the Administrative Borrower authorized to request Revolving Loans and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer’s or agent’s authority to request Revolving Loans until the Administrative Agent receives written notice to the contrary. In addition, each the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. No The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Borrowing RequestNotice of Borrowing, or any other document. None , and, with respect to an oral request for such a Loan, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the Agents, officers or agents authorized to make such request or otherwise to act on behalf of the L/C Issuers or Borrower. Neither the Administrative Agent nor the Lenders shall incur any liability to the Borrowers, Borrower or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which any the Administrative Agent in good faith reasonably believes to have been given by a duly authorized Senior Officer, agent officer or other person authorized to borrow in the name of the Administrative Borrower on behalf of the Borrowers Borrower except in the case of gross negligence or willful misconduct by such the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (SOI Holdings, Inc.)

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Authorized Officers and Administrative Agent. (a) On the Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Administrative Borrower shall deliver to the Administrative Agent a secretary’s certificate setting forth the names of the Senior Officers or other agents of the Administrative Borrower authorized to request Loans and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer’s or agent’s authority to request Loans until the Administrative Agent receives written notice to the contrary. In addition, each Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. No Agent shall have any duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Borrowing Request, or any other document. None of the Agents, the L/C Issuers Agents or the Lenders shall incur any liability to the BorrowersBorrower, or any other Person in acting upon any telecopy or facsimile notice referred to above which any Agent in good faith reasonably believes to have been given by a duly authorized Senior Officer, agent or other person authorized to borrow in the name of the Administrative Borrower on behalf of the Borrowers Borrower except in the case of gross negligence or willful misconduct by such Agent as determined in a final judgment by a court of competent jurisdiction.

Appears in 1 contract

Samples: Superpriority Debtor in Possession Credit Agreement (James River Coal CO)

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