Inadequacy or Indeterminacy Clause Samples

The "Inadequacy or Indeterminacy" clause addresses situations where the terms of an agreement are unclear, incomplete, or insufficient to determine the parties' obligations. In practice, this clause may specify procedures for resolving ambiguities, such as referring to industry standards, seeking expert determination, or requiring renegotiation of unclear terms. Its core function is to ensure that the contract remains enforceable and workable even if certain provisions are vague or incomplete, thereby reducing the risk of disputes and providing a mechanism for clarification.
Inadequacy or Indeterminacy. Unless and until a Benchmark Replacement is implemented in accordance with clause (h) below, if, on or prior to the first day of any Interest Period, (y) the Administrative Agent shall have determined in good faith that adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate for such Interest Period or (z) the Administrative Agent shall have received written notice from the Required Lenders of their determination in good faith that the rate of interest referred to in the definition of “LIBOR Rate” upon the basis of which the Adjusted LIBOR Rate for LIBOR Loans for such Interest Period is to be determined will not adequately and fairly reflect the cost to such Lenders of making or maintaining LIBOR Loans during such Interest Period, the Administrative Agent will forthwith so notify the Borrower and the Lenders. Upon such notice, (i) all then outstanding LIBOR Loans shall automatically, on the expiration date of the respective Interest Periods applicable thereto (unless then repaid in full), be converted into Base Rate Loans, (ii) the obligation of the Lenders to make, to convert Base Rate Loans into, or to continue, LIBOR Loans shall be suspended (including pursuant to the Borrowing to which such Interest Period applies), and (iii) any Notice of Borrowing or Notice of Conversion/Continuation given at any time thereafter with respect to LIBOR Loans shall be deemed to be a request for Base Rate Loans, in each case until the Administrative Agent or the Required Lenders, as the case may be, shall have determined that the circumstances giving rise to such suspension no longer exist (and the Required Lenders, if making such determination, shall have so notified the Administrative Agent), and the Administrative Agent shall have so notified the Borrower and the Lenders.
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