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 Guarantor that a Disruption Event has occurred: (a) the Agent may, and shall if requested to do so by the Guarantor, consult with the Guarantor with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 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 28.10; 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 (Platinum Underwriters Holdings LTD), Facility Agreement (Platinum Underwriters 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 Guarantor an Obligor that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Guarantoran Obligor, consult with the Guarantor Obligors with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 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 28.1028.11; 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 (Midamerican Energy Holdings Co /New/), Facility Agreement (Midamerican Energy Holdings Co /New/)
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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.10; and
37.11 (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 (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the COFACE Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 37 (Amendments and Waiverswaivers);
(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 28.10; and
31.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Coface Facility Agreement (Globalstar, Inc.), Facility Agreement (Globalstar, 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor Borrower in relation to any changes mentioned in paragraph (aclause 26.ll(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 (aclause 26.ll(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 Guarantor 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 34 clause 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 28.10clause 26.11; 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 (Hamilton Insurance Group, Ltd.), Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Disruption to Payment Systems etc. If an Agent either the Agent (i) determines (in its discretion) that a Disruption Event has occurred or the Agent (ii) is notified by the Guarantor an Obligor that a Disruption Event has occurred:
(a) the Intercreditor Agent may, and shall if requested instructed to do so by the Guarantor, consult with the Guarantor with a view to agreeing with the Guarantor such changes to the operation or administration of the Facility Term Loans as the Intercreditor Agent may deem necessary in the circumstances;
(b) the Intercreditor Agent shall not be obliged to consult with the Guarantor in relation to any changes mentioned in paragraph (aClause 33.8(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 Intercreditor Agent may consult with the Finance other Secured Parties in relation to any changes mentioned in paragraph (aClause 33.8(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 Intercreditor Agent and the Guarantor shall (whether or not it is finally determined that a Disruption Event has occurred) shall 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 34 (Amendments and Waivers)37.4;
(e) the Intercreditor 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 Intercreditor Agent) arising as a result of its taking, or failing to take, any actions pursuant to in accordance with or in connection with this Clause 28.1033.8; and
(f) the Intercreditor Agent shall notify the Finance relevant Secured Parties of all changes agreed pursuant to paragraph (d) abovein accordance with Clause 33.8(d).
Appears in 2 contracts
Samples: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling 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 Guarantor Borrower that a Disruption Event has occurred:
(aA) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(bB) the Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph (aClause 27.11(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;
(cC) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aClause 27.11(A) 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 and the Guarantor 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 34 33 (Amendments and Waivers);
(eE) 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 28.1027.11; and
(fF) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dClause 27.11(D) above.
Appears in 2 contracts
Samples: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi), Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
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 Guarantor Borrowers that a Payment Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 clause 43 (Amendments and Waiversgrant of 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 28.10clause 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 (DryShips Inc.), Facility Agreement (Quintana Shipping 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1026.10; 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 (Aluminum Corp of China), Senior Secured Facility Agreement (Aluminum Corp of China)
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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.10; and
33.11 (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 (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, 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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 46 (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 28.10; and
38.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Term and Accordion Facilities Agreement (Ardmore Shipping Corp), Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp)
Disruption to Payment Systems etc. If either the Initial ACF Agent determines (in its discretion) that a Disruption Event has occurred or the Initial ACF Agent is notified by the Guarantor Borrower Security Group Agent that a Disruption Event has occurred:
(a) 28.6.1 the Initial ACF Agent may, and shall if requested to do so by the GuarantorBorrower Security Group Agent, consult with the Guarantor Borrower Security Group Agent with a view to agreeing with the Guarantor Borrower Security Group Agent such changes to the operation or administration of the Facility Facilities as the Initial ACF Agent may deem necessary in the circumstances;
(b) 28.6.2 the Initial ACF Agent shall not be obliged to consult with the Guarantor Borrower Security Group Agent in relation to any changes mentioned in paragraph (a) Clause 28.6.1 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) 28.6.3 the Initial ACF Agent may consult with the Initial ACF Finance Parties in relation to any changes mentioned in paragraph (a) Clause 28.6.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 28.6.4 any such changes agreed upon by the Initial ACF Agent and the Guarantor Borrower Security Group 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 Initial ACF Finance Documents Documents. notwithstanding the provisions of Clause 34 (Amendments and Waivers);
(e) 28.6.5 the Initial ACF 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 Initial ACF Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.1028.6; and
(f) 28.6.6 the Initial ACF Agent shall notify the Initial ACF Finance Parties of all changes agreed pursuant to paragraph (d) above.Clause 28.6.4. 29 Set-off
Appears in 2 contracts
Samples: Amendment and Restatement Deed, Initial Authorised Credit Facilities Agreement
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 Guarantor Company that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor 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 Guarantor 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 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 Guarantor 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 34 38 (Amendments and Waiverswaivers);
(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 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 28.1032.11; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, 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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 44 (Amendments and Waivers);
(e) 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 28.10; and
36.11 (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 (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)
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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor Borrowers in relation to any changes mentioned in paragraph (a(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(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 Guarantor 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 34 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 28.10; and
33.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (United Maritime Corp), Term Loan Facility (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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 37 (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 28.1030.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Senior Facility Agreement (International Game Technology PLC), Facilities 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor Borrower 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 34 43 (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 28.10; and
34.11 (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 (Grindrod Shipping Holdings Ltd.), Facility Agreement (Grindrod Shipping Holdings Pte. Ltd.)
Disruption to Payment Systems etc. If either the BPIFAE Agent determines (in its discretion) that a Disruption Event has occurred or the BPIFAE Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the BPIFAE Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the BPIFAE Agent may deem necessary in the circumstances;
(b) the BPIFAE Agent shall not be obliged to consult with the Guarantor 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 BPIFAE 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 BPIFAE Agent and the Guarantor 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 34 37 (Amendments and Waivers);
(e) the BPIFAE 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 BPIFAE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and
31.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Bpifae Facility Agreement (Globalstar, Inc.), Bpifae Facility Agreement (Globalstar, Inc.)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting at the direction of the Majority Lenders) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the Facility Agent may (acting at the direction of the Majority Lenders) deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Guarantor 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 Facility Agent may consult with the other 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 (acting at the direction of the Majority Lenders) and the Guarantor 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 34 30 (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 including 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 28.1024.10; and
(f) the Facility Agent shall notify the other Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement, Facility Agreement
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 37 (Amendments and Waiverswaivers);
(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 including 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 28.1031.11; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (WuXi PharmaTech (Cayman) Inc.), Facility Agreement (WuXi PharmaTech (Cayman) Inc.)
Disruption to Payment Systems etc. If either the Agent Issuing Bank determines (in its discretion) that a Disruption Event has occurred or the Agent Issuing Bank is notified by the Guarantor a Borrower that a Disruption Event has occurred:
(a) the Agent Issuing Bank may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor Borrowers such changes to the operation or administration of the Facility as the Agent Issuing Bank may deem necessary in the circumstances;
(b) the Agent Issuing Bank shall not be obliged to consult with the Guarantor 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 Issuing Bank and the Guarantor 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 34 29 (Amendments and Waivers);; and
(ed) the Agent Issuing Bank shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, but excluding gross negligence negligence, wilful misconduct or any other category of liability whatsoever but not including any claim based on the fraud of the AgentIssuing Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above23.7.
Appears in 2 contracts
Samples: Multicurrency Letter of Credit Facility Agreement (Aspen Insurance Holdings LTD), Multicurrency Letter of Credit Facility Agreement (Aspen Insurance Holdings LTD)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Company that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor Company 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 Guarantor Company 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 Guarantor 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 Documents, notwithstanding the provisions of Clause 34 clause 36 (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 28.10clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 2 contracts
Samples: Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy 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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1031.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co), Revolving Facilities Agreement (Molson Coors Brewing 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor Borrower in relation to any changes mentioned in paragraph (aclause 34.11(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 (aclause 34.11(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 Guarantor 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 34 clause 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 28.10clause 34.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveunder clause 34.11(d).
Appears in 2 contracts
Samples: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Disruption to Payment Systems etc. If either the Facility Agent determines determine (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Company that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor Company 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 Guarantor Company 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 Guarantor 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 34 clause 37 (Amendments and WaiversAMENDMENTS 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 28.10clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Kosmos Energy Ltd.), Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 43 (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 28.10; and
33.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 2 contracts
Samples: Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 30 (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 28.1024.10; 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 (Polestar Automotive Holding UK PLC), Facility Agreement (Polestar Automotive Holding UK PLC)
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 Guarantor Borrower that a Disruption Event has occurred:
(aA) the Senior Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(bB) the Senior Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph (aA) 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;
(cC) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) 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 Senior Agent and the Guarantor 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 34 paragraph 8 (Amendments and Waivers)Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;
(eE) 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 28.1030.11; and
(fF) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 2 contracts
Samples: Securitisation Agreement (Encore Capital Group Inc), Securitization Agreement (Encore Capital 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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 44 (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 28.10; and
36.11 (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 (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
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 Guarantor HWDC that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorHWDC, consult with the Guarantor HWDC with a view to agreeing with the Guarantor HWDC 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 Guarantor HWDC 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 Lenders, the Security Agent and the Arranger 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 Guarantor HWDC 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 34 36 (Amendments and Waivers);
(e) 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 28.1030.10; and
(f) the Facility Agent shall notify the Finance Parties Lenders, the Security Agent and the Arranger 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 Disruption Event has occurred or the Administrative Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Administrative Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the Administrative Agent may deem necessary in the circumstances;
(b) the Administrative Agent shall not be obliged to consult with the Guarantor 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 Administrative 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 Administrative Agent and the Guarantor 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 34 (Amendments and Waivers);
(e) the Administrative 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 or wilful misconduct 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 28.1028.9; and
(f) the Administrative 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 Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor Borrower in relation to any changes mentioned in paragraph (a) 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) 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 Guarantor 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 34 35 (Amendments and Waivers);
(e) 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 28.1029.10; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (AstraZeneca Biopharmaceuticals Inc.)
Disruption to Payment Systems etc. If either the Principal Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Principal Facilities Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Principal Facilities Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Facilities as the Principal Facilities Agent may deem necessary in the circumstances;
(b) the Principal Facilities Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph clause (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 Principal Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph clause (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 Principal Facilities Agent and the Guarantor 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 34 (Amendments and Waivers)18.1;
(e) the Principal Facilities 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 Principal Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10Clause; and
(f) the Principal Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph clause (d) above).
Appears in 1 contract
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 Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 43 (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 28.10; and
34.11 (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 Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Guarantor Parent that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the GuarantorParent, consult with the Guarantor Parent with a view to agreeing with the Guarantor Parent 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 Guarantor 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 Lender and the Guarantor Parent or, as the case may be, determined by the Lender 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 34 (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 28.1027.9; and
(fe) the Agent Lender shall notify the Finance Parties Parent of all changes agreed determined pursuant to paragraph (d) above.
Appears in 1 contract
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Guarantor 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 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 Guarantor 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 34 (Amendments and Waivers);
(e) 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 28.1028.11; and
(f) the Facility 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1027.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.paragraph
Appears in 1 contract
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the COFACE Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 37 (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 28.10; and
31.11 (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 Disruption Event has occurred or the Administrative Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Administrative Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the Administrative Agent may deem reasonably necessary in the circumstances;
(b) the Administrative Agent shall not be obliged to consult with the Guarantor 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 Administrative Agent may consult with the Finance Secured 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 Guarantor 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 34 44 (Amendments and Waivers);
(e) the Administrative 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 AgentAdministrative Agent or its gross negligence or wilful misconduct) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.1038.11; and
(f) the Administrative Agent shall notify the Finance Secured Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Borrowing Base Facility Agreement (Cobalt International Energy, Inc.)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Original Borrower that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the GuarantorOriginal Borrower, consult with the Guarantor Original Borrower with a view to agreeing with the Guarantor Original Borrower 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 Guarantor Original Borrower 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 Guarantor 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 34 clause 42 (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 28.10clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Samples: Loan Agreement (Kosmos Energy Ltd.)
Disruption to Payment Systems etc. (a) If either the Facility Agent determines (in its reasonable discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Obligors' Agent that a Disruption Event has occurred:
(ai) the Facility Agent may, and shall if requested to do so by the GuarantorObligors' Agent, consult with the Guarantor Obligors' Agent with a view to agreeing with the Guarantor Obligors' Agent such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances;
(bii) the Facility Agent shall not be obliged to consult with the Guarantor Obligors' Agent in relation to any changes mentioned in paragraph (aclause 29.9(a)(i) 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 shall consult with the Finance Parties in relation to any changes mentioned in paragraph (aclause 29.9(a)(i) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(div) any such changes agreed upon by the Facility Agent and the Guarantor 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 34 clause 35 (Amendments and Waiverswaivers);
(ev) 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 28.10clause 29.9; and
(fb) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveclause 29.9(a)(iv).
Appears in 1 contract
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 Guarantor Obligors’ Agent that a Disruption Event has occurred:
(a) 32.9.1 the Facility Agent may, and shall if requested to do so by the GuarantorObligors’ Agent, consult with the Guarantor Obligors’ Agent with a view to agreeing with the Guarantor Obligors’ Agent such changes to the operation or administration of the a Facility as the Facility Agent may deem necessary in the circumstances;
(b) 32.9.2 the Facility Agent shall not be obliged to consult with the Guarantor Obligors’ Agent in relation to any changes mentioned in paragraph (a) Clause 32.9.1 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) 32.9.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 32.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 32.9.4 any such changes agreed upon by the Facility Agent and the Guarantor 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 34 38 (Amendments and Waiverswaivers);
(e) 32.9.5 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 28.10Clause; and
(f) 32.9.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) Clause 32.9.4 above.
Appears in 1 contract
Samples: Common Terms Agreement (Harmony Gold Mining Co LTD)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its reasonable discretion) that a Disruption Event has occurred occurred, or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Obligor as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 43 (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 28.1033.11 (Disruption to Payment Systems etc.); and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Facility Agreement (Euroseas Ltd.)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 36 (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 28.10; and
28.11 (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 (DryShips 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.10clause 39.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.. 40 Set-off
Appears in 1 contract
Samples: Facility Agreement (Danaos 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.10clause 35.9; 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 (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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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;; PRAGUE 2451640 87
(d) any such changes agreed upon by the Agent and the Guarantor 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 34 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 28.1031.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Molson Coors Brewing Co)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 28 (Amendments and Waivers);
(e) 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 28.1028.9; and
(f) the Facility 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 Facility Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 Facility Agent may consult with the Finance Parties Lenders 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 Guarantor 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 34 38 (Amendments and Waivers);
(e) 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 28.1032.8 (Disruption to Payment Systems, Etc.); and
(f) the Facility Agent shall notify the Finance Parties Lenders of all changes agreed pursuant to paragraph (d) 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 Guarantor Borrower that a Disruption Event has occurred:
(a) 26.10.1 the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;
(b) 26.10.2 the Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph (a) sub-clause 26.10.1 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) 26.10.3 the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) sub-clause 26.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 26.10.4 any such changes agreed upon by the Agent and the Guarantor 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 34 32 (Amendments and Waivers);
(e) 26.10.5 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 28.1026.10; and
(f) 26.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) sub-clause 26.10.4 above.
Appears in 1 contract
Samples: Revolving Facility Agreement
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Company that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor Company 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 Guarantor Company 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 Guarantor 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 34 clause 37 (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 28.10clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
Disruption to Payment Systems etc. (a) If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(ai) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Facilities as the Agent may deem necessary in the circumstances;
(bii) the Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph (ai) 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 Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (ai) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(div) any such changes agreed upon by the Agent and the Guarantor 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 34 43 (Amendments and Waivers);
(ev) 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 28.10paragraph (a); and
(fvi) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (div) above.
(b) If the Disbursement Agent determines (in its discretion) that a Disruption Event has occurred or the Disbursement Agent is notified by the Borrower that a Disruption Event has occurred:
(i) the Disbursement Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Term Loan Facility Disbursement Account as the Disbursement Agent may deem necessary in the circumstances;
(ii) the Disbursement Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (i) 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;
(iii) the Disbursement Agent may consult with the Agent in relation to any changes mentioned in paragraph (i) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(iv) any such changes agreed upon by the Disbursement Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the parties to the Term Loan Facility Disbursement Agreement as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments and Waivers);
(v) the Disbursement 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 Disbursement Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this paragraph (b); and
(vi) the Disbursement Agent shall notify the Agent of all changes agreed pursuant to paragraph (iv) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent Issuing Bank determines (in its discretion) that a Disruption Event has occurred or the Agent Issuing Bank is notified by the Guarantor a Borrower that a Disruption Event has occurred:
(a) the Agent Issuing Bank may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor Borrowers such changes to the operation or administration of the Facility as the Agent Issuing Bank may deem necessary in the circumstances;
(b) the Agent Issuing Bank shall not be obliged to consult with the Guarantor 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 Issuing Bank and the Guarantor 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 34 28 (Amendments and Waivers);; and
(ed) the Agent Issuing Bank 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 AgentIssuing Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above22.7.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Tower Group International, Ltd.)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Loan as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Guarantor 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 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 Guarantor Borrower 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 Loan Documents notwithstanding the provisions of Clause 34 Section 18.7 (Amendments and WaiversEntire Agreement; Amendments);
(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 28.10Section 7.10 (Disruption to Payment Systems etc.); and
(f) the Facility 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 Guarantor RRL that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorRRL, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor Borrower in relation to any changes mentioned in paragraph clause (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 clause (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 Guarantor 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 34 13.1 (Amendments and Waivers, Amendments, etc);
(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 28.10Clause; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph clause (d) above).
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Randgold Resources 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1029.13; 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 32 (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 28.1026.10; 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 Payment Disruption Event has occurred or the Agent is notified by the Guarantor Borrower that a Payment Disruption Event has occurred:
: (a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 clause 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 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 28.10clause 36.10; and
and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above. 37 Set-off A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 38 Notices 38.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter.
Appears in 1 contract
Samples: Senior Secured Sustainability Linked Amortising Term Loan Facility (COOL Co 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 Guarantor Borrower that a Disruption Event has occurred:: 111 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1031.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.paragraph
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 Facility Agent may consult with the Finance Parties Lenders 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 Guarantor 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 34 38 (Amendments and Waivers);
(e) 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 28.10; and
32.8 (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 Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor Borrower 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 34 41 (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 28.10; and
32.11 (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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor Borrower in relation to any changes mentioned in paragraph (aclause 30.10(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 clause 30.10
(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 Guarantor 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 34 clause 36 (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 28.10clause 30.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) aboveclause 30.10(d).
Appears in 1 contract
Samples: Sterling Term Facility Agreement (American Realty Capital Global Trust, 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor Borrower in relation to any changes mentioned in paragraph (aclause 30.10(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 (aclause 30.10(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 Guarantor 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 34 clause 36 (Amendments and Waiverswaivers);
(e) the Facility 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 Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and
clause 30.10 (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 Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Company that a Disruption Event has occurred:
(aA) the Facility Agent may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor Company 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 Guarantor Company 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 Guarantor 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 Documents, notwithstanding the provisions of Clause 34 clause 35 (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 28.10clause; and
(fF) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Kosmos Energy Ltd.)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 clause 46 (Amendments and Waiversgrant of waivers);
(e) 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 28.10clause 40.10; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dclause 40.10(d) above.. 41 Set-off
Appears in 1 contract
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility Loans as the Facility Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Guarantor 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 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 Guarantor Borrower 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 Loan Documents notwithstanding the provisions of Clause 34 Section 18.7 (Amendments and WaiversEntire Agreement; Amendments);
(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 28.10Section 7.10 (Disruption to Payment Systems etc.); and
(f) the Facility 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 Lender determines (in its discretion) discretion that a Disruption Event has occurred or the Agent Lender is notified by the Guarantor Borrowers that a Disruption Event has occurred:occurred which negatively affects the ability of the Borrowers to repay the Loan and at the same has a Material Adverse Effect: 26.
(a) 7.1 the Agent Lender may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor Borrowers such changes to the operation or administration of the Facility Loan as the Agent Lender may deem necessary in the circumstances;; 26.
(b) 7.2 the Agent Lender shall not be obliged to consult with the Guarantor Borrowers in relation to any changes mentioned in paragraph (a) Clause 26.7.1 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;; 26.
(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) 7.3 any such changes agreed upon by the Agent Lender and the Guarantor 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 Documents; and 26.
7.4 the provisions of Clause 34 (Amendments and Waivers);
(e) the Agent Lender 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 AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above26.7.
Appears in 1 contract
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 34 43 (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 28.10; and
35.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Addendum to First Preferred Marshall Islands Mortgage (Ocean Rig UDW 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 Guarantor Original Borrower that a Disruption Event has occurred:
(a) 28.9.1. the Facility Agent may, and shall if requested to do so by the GuarantorOriginal Borrower, consult with the Guarantor Original Borrower with a view to agreeing with the Guarantor Original Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances;
(b) 28.9.2. the Facility Agent shall not be obliged to consult with the Guarantor Original Borrower in relation to any changes mentioned in paragraph (a) Clause 28.9.1 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) 28.9.3. the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 28.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(d) 28.9.4. any such changes agreed upon by the Facility Agent (acting on the instructions of the Majority Lenders) and the Guarantor 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 34 (Amendments and Waivers)the Intercreditor Agreement;
(e) 28.9.5. 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 28.1028.9; and
(f) 28.9.6. the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.Clause 28.9.4. AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION
Appears in 1 contract
Samples: Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 clause 46 (Amendments and Waiversgrant of waivers);
(e) 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 28.10clause 40.10; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dclause 40.10(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 Guarantor Obligors’ Agent that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorObligors’ Agent, consult with the Guarantor Obligors’ Agent with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 41 (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 28.1035.11; 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 (Fintrax US Acquisition Subsidiary, 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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 41 (Amendments and Waivers);
(e) 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 28.10; and
33.10 (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 Lender determines (in its discretion) that a Disruption Event has occurred or the Agent Lender is notified by the Guarantor a Borrower that a Disruption Event has occurred:
(a) the Agent Lender may, and shall if requested to do so by the Guarantora Borrower, consult with the Parent Guarantor on behalf of the Borrowers with a view to agreeing with the Guarantor Parent Xxxxxxxx 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 Parent Guarantor in relation to any changes mentioned in paragraph 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 Parent Guarantor 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 34 (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 28.10; and
30.8 (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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 36 (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 28.1030.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.. APJ/MSXM/076001.00588/80174749.8Page 99
Appears in 1 contract
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 Guarantor Co-ordinator that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorCo-ordinator, consult with the Guarantor Co-ordinator with a view to agreeing with the Guarantor Co-ordinator 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 Guarantor Co-ordinator 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 Guarantor Co-ordinator 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 Senior Finance Documents notwithstanding the provisions of Clause 34 39 (Amendments and WaiversAmendments);
(e) 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 28.1026.9; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Fleet Financing Facility Agreement (Avis Budget Group, Inc.)
Disruption to Payment Systems etc. If either the Agent determines Lenders determine (in its discretion) that a Disruption Event has occurred or the Agent is Lenders are notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent Lenders may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the Agent Lenders may deem necessary in the circumstances;
(b) the Agent Lenders shall not be obliged to consult with the Guarantor 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 Lenders and the Guarantor 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 34 36 (Amendments and Waivers);; and
(ed) the Agent no 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 Agentthat Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.10; 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 1 contract
Samples: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of this Agreement as the Facility as the Agent may deem necessary in the circumstances;
(b) the Facility Agent shall not be obliged to consult with the Guarantor Borrower in relation to any changes mentioned in paragraph clause (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 clause (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 Guarantor 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 34 13.1 (Amendments and Waivers, Amendments, etc);
(e) 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 than any claim based on the fraud fraud, gross negligence or wilful misconduct 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 28.10Clause; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph clause (d) above).
Appears in 1 contract
Samples: Loan Agreement (Yamana Gold 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 37 (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 28.1031.10; 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 35 (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 28.1029.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Mezzanine Facility Agreement (American Realty Capital Global Trust II, 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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 43 (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 28.10; and
35.11 (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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 36 (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 28.1030.11; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.. DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07
Appears in 1 contract
Disruption to Payment Systems etc. If either the Agent Lender determines (in its discretion) discretion that a Disruption Event has occurred or the Agent Lender is notified by the Guarantor Borrowers that a Disruption Event has occurredoccurred which negatively affects the ability of the Borrowers to repay the Loan and at the same has a Material Adverse Effect:
(a) 26.8.1 the Agent Lender may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor Borrowers such changes to the operation or administration of the Facility Loan as the Agent Lender may deem necessary in the circumstances;
(b) 26.8.2 the Agent Lender shall not be obliged to consult with the Guarantor Borrowers in relation to any changes mentioned in paragraph (a) Clause 26.8.1 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 any 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) 26.8.3 any such changes agreed upon by the Agent Lender and the Guarantor 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 Documents; and
26.8.4 the provisions of Clause 34 (Amendments and Waivers);
(e) 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 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 28.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above26.8.
Appears in 1 contract
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 Guarantor Borrowers that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrowers, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 41 (Amendments and Waivers);
(e) 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 28.1033.10 (Disruption to Payment Systems etc.); and
(f) the Facility 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 BPIAE Agent determines (in its discretion) that a Disruption Event has occurred or the BPIAE Agent is notified by the Guarantor Borrower that a Disruption Event has occurred:
(a) the BPIAE Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower such changes to the operation or administration of the Facility as the BPIAE Agent may deem necessary in the circumstances;
(b) the BPIAE Agent shall not be obliged to consult with the Guarantor 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 BPIAE 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 BPIAE Agent and the Guarantor 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 34 36 (Amendments and Waivers);; 0080105-0000405 PA:20488617.7 157
(e) the BPIAE 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 BPIAE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.1030.9; and
(f) the BPIAE Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
Appears in 1 contract
Samples: Supplemental 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 33 (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 28.1027.10; 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 a Facility Agent to whom a payment is required to be made under the Agent Finance Documents determines (in its discretion) that a Disruption Event has occurred or the any Facility Agent is notified by the Guarantor Company that a Disruption Event has occurred:
(a) the Agent Facility Agents may, and shall if requested to do so by the GuarantorCompany, consult with the Guarantor Company with a view to agreeing with the Guarantor Company such changes to the operation or administration of the Facility Facilities as the Agent Facility Agents may deem necessary in the circumstances;
(b) the Agent Facility Agents shall not be obliged to consult with the Guarantor 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 each Facility Agent may consult with the relevant 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 Facility Agents and the Guarantor 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 34 31 (Amendments and Waivers);
(e) the no 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 including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the that Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 28.1025.10; and
(f) the Agent Facility Agents 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 Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor a Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the Guarantora Borrower, consult with the Guarantor Borrowers with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.10; and
34.11 (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
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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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor 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 Guarantor Borrower in relation to any changes mentioned in paragraph (a) 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) 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 Guarantor 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 34 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 28.1026.10; and
(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
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Samples: Facility Agreement (AstraZeneca Biopharmaceuticals 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 Guarantor Borrower that a Disruption Event has occurred:
(a) the Facility Agent may, and shall if requested to do so by the GuarantorBorrower, consult with the Guarantor Borrower with a view to agreeing with the Guarantor Borrower 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 Guarantor 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 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 Guarantor 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 34 (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 28.1028.11; and
(f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
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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 Guarantor Parent that a Disruption Event has occurred:
: (a) the Agent may, and shall if requested to do so by the GuarantorParent, consult with the Guarantor Parent with a view to agreeing with the Guarantor 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 Guarantor 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 Guarantor 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 34 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 28.1032.11 (Disruption to payment systems etc.); and
and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
(a) A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
(b) Each Obligor hereby agrees and accepts that this Clause 33 (Set-off) shall constitute a waiver of the provisions set out in § 4-13 (1) & (2) (Tilbakeholdsrett og motregning) of the FA Act (as amended) and further agrees and accepts, to the extent permitted by law, that said § 29, and that fifth section of § 4-3 (Avtale om belastningsfullmakt), shall not apply to this Agreement or the other Finance Documents. Each Obligor hereby further agrees and accepts that such right to set-off shall include the right upon an Event of Default hereunder to effect a close-out netting pursuant to section 6 of the Norwegian Act on Financial Collateral 2004 No. 17 whereby any matured obligation due from an Obligor under the Finance Documents is set off against any obligation owed by that Finance Party to that Obligor under any kind of derivative contract. 34. NOTICES 34.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in English and in writing and, unless otherwise stated, may be made by e-mail or letter.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Borr Drilling LTD)
Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by the Guarantor Original Borrower that a Disruption Event has occurred:
(aN) the Facility Agent may, and shall if requested to do so by the GuarantorOriginal Borrower, consult with the Guarantor Original Borrower with a view to agreeing with the Guarantor Original Borrower 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;
(bO) the Facility Agent shall not be obliged to consult with the Guarantor Original Borrower 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;
(cP) 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;
(dQ) any such changes agreed upon by the Facility Agent and the Guarantor 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 34 clause 42 (Amendments and Waivers);
(eR) 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 28.10clause; and
(fS) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (dD) above.
Appears in 1 contract
Samples: Loan Agreement (Kosmos Energy Ltd.)