Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred: (a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances; (b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers); (e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 7 contracts
Samples: Notes Purchase Agreement (Membership Collective Group Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.9; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 6 contracts
Samples: Facility Agreement, Facility Agreement, Facility Agreement (Hoegh LNG Partners LP)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 5 contracts
Samples: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Companya Borrower, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Facility Agent and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 45 (Amendments and Waivers);
(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
35.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Facility Agreement (Globus Maritime LTD), Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Disruption to Payment Systems etc. If either the COFACE Agent determines (in its discretion) that a Disruption Event has occurred or the COFACE Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the COFACE Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the COFACE Agent may deem necessary in the circumstances;
(b) the COFACE Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the COFACE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the COFACE Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the COFACE Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the COFACE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.9; and
(f) the COFACE Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.), Loan Agreement (Iridium Communications Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.12; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 46 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1140.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its reasonable discretion) that a Disruption Event has occurred or the Agent is notified by the Company Obligor (in its reasonable discretion) that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyObligor, consult with the Company Obligor with a view to agreeing with the Company Obligor such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Obligor in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Obligor shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Fundamental Documents notwithstanding the provisions of Clause 39 9.2 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.119.1; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Letter of Credit and Reimbursement Agreement (Arch Capital Group Ltd.), Amendment Agreement (Arch Capital Group Ltd.), Letter of Credit and Reimbursement Agreement (Arch Capital Group Ltd.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD), Credit Facility Agreement (Sibanye Gold LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company a Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Companya Borrower, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1135.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.
Appears in 4 contracts
Samples: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 40 (Amendments and Waivers);
(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 34.11; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Loan Agreement (Aegean Marine Petroleum Network Inc.), Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Company Borrowers that a Payment Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrowers, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 44 (Amendments and Waiversgrant of waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 38.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Facility Agreement (Navigator Holdings Ltd.), Loan Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Companya Borrower, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Facility Agent and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waivers);
(e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
32.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Term Loan Facility (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios South American Logistics Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrowers that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by shall, upon instructions from the CompanyMajority Lenders, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with promptly notify the Company in relation to Finance Parties of any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, such determination or notice from either Borrower but in any event, shall have event no obligation to agree to later than five Business Days after the date on which such changesdetermination was made or notice of such determination was received;
(c) the Agent may shall, upon instructions from the Majority Lenders, consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged entitled to do so if, take any action to implement any changes to the operation or administration of the Facilities without the instructions of the Lenders and clause 32.7.4 shall not apply in its opinion, it is not practicable to do so in such circumstances pending receipt by the circumstancesAgent of the Lenders’ instructions;
(d) any such changes agreed upon by the Agent Agent, acting upon instructions from the Majority Lenders, and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11Documents; and
(fe) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Facilities Agreement (GasLog Partners LP), Facilities Agreement (GasLog Partners LP), Facilities Agreement (GasLog Ltd.)
Disruption to Payment Systems etc. If either the Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Company that a Disruption Event has occurred:
(a) 30.9.1 the Agent Lender may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent Lender may deem necessary in the circumstances;
(b) 30.9.2 the Agent Lender shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) Clause 30.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 30.9.3 the Agent may Lender shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstancesClause 30.9.1 above;
(d) 30.9.4 any such changes agreed upon by the Agent Lender and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) 30.9.5 the Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.9; (Disruption to payment systems etc.) and
(f) 30.9.6 the Agent Lender shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 30.9.4 above.
Appears in 3 contracts
Samples: Facilities Agreement, Facilities Agreement (MiX Telematics LTD), Facilities Agreement (PowerFleet, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 32 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1126.9; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 3 contracts
Samples: Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Facility Agreement (Anthracite Capital Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 46 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1140.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company Original Borrower that a Disruption Event has occurred:
(a) 29.9.1 the Facility Agent may, and shall if requested to do so by the CompanyOriginal Borrower, consult with the Company Original Borrower with a view to agreeing with the Company Original Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances;
(b) 29.9.2 the Facility Agent shall not be obliged to consult with the Company Original Borrower in relation to any changes mentioned in paragraph (a) Clause 29.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 29.9.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 29.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 29.9.4 any such changes agreed upon by the Facility Agent (acting on the instruction of the Majority Lenders) and the Company Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waiverswaivers);
(e) 29.9.5 the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.9; and
(f) 29.9.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveClause 29.9.4.
Appears in 2 contracts
Samples: Term and Revolving Credit Facilities Agreement, Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) 29.10.1 the Senior Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Parent with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Senior Agent may deem necessary in the circumstances;
(b) 29.10.2 the Senior Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) clause 29.10.1 if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 29.10.3 the Senior Agent may consult with the Senior Finance Parties in relation to any changes mentioned in paragraph (a) clause 29.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 29.10.4 any such changes agreed upon by the Senior Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 35 (Amendments and Waivers);
(e) 29.10.5 the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 29.10; and
(f) 29.10.6 the Senior Agent shall notify the Senior Finance Parties of all changes agreed pursuant to paragraph (d) clause 29.10.4 above.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Atlatsa Resources Corp), Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1127.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Bridge Facility Agreement (Smurfit WestRock LTD), Facilities Agreement
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinionopinion (acting reasonably and in good faith), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);; 146 Project Meria: Senior Facilties Agreement
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)
Disruption to Payment Systems etc. If either the Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent Lender may deem necessary in the circumstances;
(b) the Agent Lender shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent Lender and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);; and
(ed) the Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above27.6.
Appears in 2 contracts
Samples: Facility Agreement (WABCO Holdings Inc.), Facility Agreement (WABCO Holdings Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 43 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1137.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Term Facility Agreement (Manchester United PLC), Term Facility Agreement (Manchester United PLC)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminuation in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) 28.11.1 the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Loan as the Agent may deem necessary in the circumstances;
(b) 28.11.2 the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) Clause 28.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;
(c) 28.11.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 28.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 28.11.4 any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments Amendments, Waivers and WaiversConsents);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Secured Loan Agreement, Secured Loan Agreement (HC2 Holdings, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Obligors that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyObligors, consult with the Company Obligors with a view to agreeing with the Company Obligors such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Obligors in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Obligors shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (DHT Holdings, Inc.), Facility Agreement (DHT Holdings, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Aon Corp), Facility Agreement (Aon Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) 9.10.1 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view Parent and shall use reasonable endeavours to agreeing agree with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may reasonably deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 9.10.2 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 9.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 9.10.3 any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 25 (Amendments and Waivers);
(e) 9.10.4 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.119.10 provided that any decision to act, or not to act, was taken in good faith; and
(f) 9.10.5 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 9.10.4 above.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (British American Tobacco p.l.c.), Revolving Credit Facility (British American Tobacco p.l.c.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 38 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Nordic American Offshore Ltd.), Facility Agreement (Nordic American Offshore Ltd.)
Disruption to Payment Systems etc. If either the Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent Lender may deem necessary in the circumstances;
(b) the Agent Lender shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent Lender and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 10.7 (Amendments and Waivers);; and
(ed) the Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above10.1.8.
Appears in 2 contracts
Samples: Term Facility Agreement (Grindrod Shipping Holdings Ltd.), Term Facility Agreement (Grindrod Shipping Holdings Ltd.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Disruption to Payment Systems etc. If either the Agent Lender determines (in its reasonable discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Company an Obligor that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the Companysuch Obligor, consult with the Company Obligors with a view to agreeing with the Company Obligors such changes to the operation or administration of the Facility Facilities as the Agent Lender may deem necessary in the circumstances;
(b) the Agent Lender shall not be obliged to consult with the Company Obligors in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent Lender and the Company Obligors shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);; and
(ed) the Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the gross negligence, wilful default or fraud of the AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above27.8.
Appears in 2 contracts
Samples: Facility Agreement (FreeSeas Inc.), Facility Agreement (FreeSeas Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Senior Term Facilities Agreement (CorpAcq Group PLC), Senior Term Facilities Agreement (CorpAcq Group PLC)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) 30.11.1 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 30.11.2 the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) Clause 30.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 30.11.3 the Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstancesClause 30.11.1;
(d) 30.11.4 any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) 30.11.5 the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.11; and
(f) 30.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 30.11.4 above.
Appears in 2 contracts
Samples: Revolving Facility Agreement (Sibanye Gold LTD), Revolving Facility Agreement (Sibanye Gold LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Ocean Rig UDW Inc.), Revolving Credit Facility Agreement (Central European Media Enterprises LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Company Borrower that a Payment Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 43 (Amendments and Waiversgrant of waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 37.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to under or in connection with this Clause 33.1136.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to under paragraph (d) above.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Delhaize Group), Facility Agreement (Delhaize Group)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Multicurrency Revolving Facility Agreement (Markit Ltd.), Facility Agreement (Imerys S.A.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Disruption to Payment Systems etc. If either the Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Company a Borrower that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the Companya Borrower, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility as the Agent Lender may deem necessary in the circumstances;
(b) the Agent Lender shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent Lender and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers)Documents;
(ed) the Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
30.8 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (d) abovePayment Systems etc.).
Appears in 2 contracts
Samples: Term Loan Facility (Seanergy Maritime Holdings Corp.), Facility Agreement (Seanergy Maritime Holdings Corp.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 42 (Amendments and Waiversgrant of waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (GasLog Ltd.), Facility Agreement (GasLog Ltd.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Issuer that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyIssuer, consult with the Company Issuer with a view to agreeing with the Company Issuer such changes to the operation or administration of the Facility this Agreement as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Issuer in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Issuer shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1136.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Note Subscription Agreement (CorpAcq Group PLC), Note Subscription Agreement (CorpAcq Group PLC)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Agent is notified by the Company Borrowers that a Disruption Event has occurred:
(a) 29.12.1 the Agent may, and shall if requested to do so by the CompanyBorrowers, consult with the Company Borrowers with a view to agreeing with the Company Borrowers such changes to the operation or administration of the Facility Loan as the Agent may deem necessary in the circumstances;
(b) 29.12.2 the Agent shall not be obliged to consult with the Company Borrowers in relation to any changes mentioned in paragraph (a) Clause 29.12.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;
(c) 29.12.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 29.12.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 29.12.4 any such changes agreed upon by the Agent and the Company Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) 29.12.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.12; and
(f) 29.12.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveClause 29.12.4.
Appears in 2 contracts
Samples: Secured Loan Facility Agreement (Diana Containerships Inc.), Secured Loan Agreement (Diana Containerships Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 45 (Amendments and WaiversAmendments);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1135.6; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Buhrmann Nv), Senior Facilities Agreement (Corporate Express N.V.)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) 30.8.1 the Facility Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances;
(b) 30.8.2 the Facility Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) Clause 30.8.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 30.8.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 30.8.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 30.8.4 any such changes agreed upon by the Facility Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) 30.8.5 the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.8; and
(f) 30.8.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveClause 30.8.4.
Appears in 2 contracts
Samples: Common Terms Agreement (Net 1 Ueps Technologies Inc), Common Terms Agreement (Net 1 Ueps Technologies Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Secured Facilities Agreement (Solutia Inc), Secured Facilities Agreement (Solutia Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company a Borrower that a Disruption Event has occurred:
(a) 30.10.1 the Agent may, and shall if requested to do so by the Companyany Borrower, consult with the Company that Borrower with a view to agreeing with the Company that Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 30.10.2 the Agent shall not be obliged to consult with the Company any Borrower in relation to any changes mentioned in paragraph (a) Clause 30.10.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 30.10.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 30.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 30.10.4 any such changes agreed upon by the Agent and the Company any Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) 30.10.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.10; and
(f) 30.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 30.10.4 above.
Appears in 2 contracts
Samples: Facility Agreement (Hines Global REIT, Inc.), Facility Agreement (Hines Global REIT, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Holdco that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyXxxxxx, consult with the Company Xxxxxx with a view to agreeing with the Company Holdco any such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;;
(b) the Agent shall not be obliged to consult with the Company Xxxxxx in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Holdco shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including excluding any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
: (a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
; (b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
; (c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
; (d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waivers);
; (e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution of value or liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.11; and
and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:occurred:-
(a) 32.11.1 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 32.11.2 the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) Clause 32.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 32.11.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 32.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 32.11.4 any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 38 (Amendments and Waivers);
(e) 32.11.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.11; and
(f) 32.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 32.11.4 above.
Appears in 1 contract
Samples: Revolving Facility Agreement (Penske Automotive Group, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1136.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Company Parent or the Borrower that a Disruption Event has occurred:
(ai) the Facility Agent may, and shall if requested to do so by the CompanyBorrower or the Parent, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of this Agreement as the Facility as the Agent may deem necessary in the circumstances;
(bii) the Facility Agent shall not be obliged to consult with the Company Borrower or the Parent in relation to any changes mentioned in paragraph clause (ai) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(ciii) the Facility Agent may consult with the Finance Parties other Agents, the Lead Arrangers and the Lenders in relation to any changes mentioned in paragraph clause (ai) above but shall not be obliged to do so if, in its opinion, it is not practicable or necessary to do so in the circumstances;
(div) any such changes agreed upon by the Facility Agent and the Company Borrower or the Parent pursuant to clause (i) above shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties parties to this Agreement as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.an
Appears in 1 contract
Samples: Third Supplemental Agreement (Norwegian Cruise Line Holdings Ltd.)
Disruption to Payment Systems etc. If either of the Agent determines Facility Agents determine (in its discretionacting reasonably) that a Disruption Event has occurred or either of the Agent Facility Agents is notified by the Company Kosmos that a Disruption Event has occurred:
(aA) the Agent Facility Agents may, and shall if requested to do so by the CompanyKosmos, consult with the Company Kosmos with a view to agreeing with the Company Kosmos such changes to the operation or administration of the Facility Facilities (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Agent Facility Agents may deem necessary in the circumstances;
(bB) the Agent Facility Agents shall not be obliged to consult with the Company Kosmos in relation to any changes mentioned in paragraph (aA) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(cC) the Agent Facility Agents may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(dD) any such changes agreed upon by the Agent Facility Agents and the Company Kosmos shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 41 (Amendments and Waivers);
(eE) the Agent Facility Agents shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the such Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause; and
(fF) the Agent Facility Agents shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 38 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Senior Facilities Agreement (Alliance Data Systems Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;; Table of Contents
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;; 118798-4-1-v6.0 - 118 - 70-40539524
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) 9.10.1 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view Parent and shall use reasonable endeavours to agreeing agree with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may reasonably deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 9.10.2 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 9.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 9.10.3 any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 25 (Amendments and Waivers);
(e) 9.10.4 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.119.10 provided that any decision to act, or not to act, was taken in good faith; and
(f) 9.10.5 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 9.10.3 above.
Appears in 1 contract
Samples: Term Loan Agreement (British American Tobacco p.l.c.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) 31.10.1 the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the a Facility as the Agent may deem necessary in the circumstances;
(b) 31.10.2 the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 31.10.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) 31.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 31.10.4 any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waiverswaivers);; and
(e) 31.10.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and31.10.
(f) 31.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) 31.10.4 above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(ba) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(cb) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(dc) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(ed) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(fe) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facilities Agreement (Innospec Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:occurred:-
(a) 35.11.1 the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) 35.11.2 the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) Clause 35.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 35.11.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 35.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 35.11.4 any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 41 (Amendments and Waivers);
(e) 35.11.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1135.11; and
(f) 35.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 35.11.4 above.
Appears in 1 contract
Samples: Multicurrency Facility Agreement (Gulfmark Offshore Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1127.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Administrative Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Administrative Agent is notified by the Company Borrower that a Payment Disruption Event has occurred:
(a) the Administrative Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility Facilities as the Administrative Agent may deem necessary in the circumstances;
(b) the Administrative Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph Clause 36.9(a) (aDisruption to payment systems etc.) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Administrative Agent and the Company Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);Documents; and
(ed) the Administrative Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Administrative Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above36.9.
Appears in 1 contract
Samples: Loan Agreement (Dorian LPG Ltd.)
Disruption to Payment Systems etc. If either of the Facility Agent determines determine (in its discretionacting reasonably) that a Disruption Event has occurred or either of the Facility Agent is notified by the Company Kosmos that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the CompanyKosmos, consult with the Company Kosmos with a view to agreeing with the Company Kosmos such changes to the operation or administration of the Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Facility Agent may deem necessary in the circumstances;
(bB) the Facility Agent shall not be obliged to consult with the Company Kosmos in relation to any changes mentioned in paragraph (aA) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(cC) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(dD) any such changes agreed upon by the Facility Agent and the Company Kosmos shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 41 (Amendments and Waivers);
(eE) the Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);; UK-2463515-v12 - 126 - 70-40474932
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (Best Buy Co Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Tercica Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
: (a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
; (b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
; (c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
; (d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 42 (Amendments and Waivers);
; (e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1136.11; and
and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Criteo S.A.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (Advanced Technology (Cayman) LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 38 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) 41.1 the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) 41.2 the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) Clause 41.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 41.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 41.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 41.4 any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 49 (Amendments and Waivers);
(e) 41.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1141; and
(f) 41.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 41.4 above.
Appears in 1 contract
Samples: Credit Agreement (Axa Financial Inc)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company with a view to agreeing with the Company Borrower regarding such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the an Agent determines (in its discretion) that a Disruption Event has occurred or the an Agent is notified by the Company Obligors’ Agent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyObligors’ Agent, consult with the Company Obligors’ Agent with a view to agreeing with the Company Obligors’ Agent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Obligors’ Agent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Obligors’ Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 44 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1137.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility and Subscription Agreement (BHP Billiton PLC)
Disruption to Payment Systems etc. If either the an Agent determines (in its discretion) that a Disruption Event has occurred or the an Agent is notified by the Company Obligors’ Agent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyObligors’ Agent, consult with the Company Obligors’ Agent with a view to agreeing with the Company Obligors’ Agent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Obligors’ Agent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Obligors’ Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 43 (Amendments and And Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1136.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Multicurrency Term and Revolving Facilities and Subscription Agreement (BHP Billiton LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility this Agreement as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (OI S.A. - In Judicial Reorganization)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Secured Facility Agreement (Amkor Technology, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (Synnex Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Single Currency Term Facility Agreement (General Geophysics Co)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 37 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 31.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Enstar Group LTD)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrower or Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Borrower or Company, consult with the Borrower or Company with a view to agreeing with the Borrower or Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Borrower or Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Borrower or Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 34 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1128.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1129.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Term Facility Agreement (Tongjitang Chinese Medicines Co)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 36 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1130.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Term Loan Facility Agreement (Amc Entertainment Holdings, Inc.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 38 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud or gross negligence of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1132.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Parent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyParent, consult with the Company Parent with a view to agreeing with the Company Parent such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1133.12; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 clause 45 (Amendments and Waiverswaivers);
(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11clause 39.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) : the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) ; the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) ; the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) ; any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) ; the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1127.12; and
(f) and the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (de) above.
Appears in 1 contract
Samples: Facility Agreement
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) 26.11.1 the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 26.11.2 the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) 26.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) 26.11.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) 26.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 26.11.4 any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 32 (Amendments and Waivers);
(e) 26.11.5 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1126.11.1; and
(f) 26.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 26.11.4 above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower or a Lender that a Disruption Event has occurred:
(a) 29.11.1 the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 29.11.2 the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) 29.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 29.11.3 any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 35 (Amendments and Waivers);; and
(e) 29.11.4 the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above29.11.
Appears in 1 contract
Samples: Distribution Agreement (Central European Distribution Corp)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyBorrower, consult with the Company Borrower with a view to agreeing with the Company Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) the Agent shall not be obliged to consult with the Company Borrower in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 33 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1127.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Multicurrency Guarantee Facility Agreement (Acergy S.A.)
Disruption to Payment Systems etc. If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company Holdco that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the CompanyXxxxxx, consult with the Company Xxxxxx with a view to agreeing with the Company Holdco any such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;;
(b) the Agent shall not be obliged to consult with the Company Xxxxxx in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) any such changes agreed upon by the Agent and the Company Holdco shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 37 (Amendments and Waivers);
(e) the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.1131.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Unsecured NGN Term Facility Agreement (IHS Holding LTD)
