Common use of Instructions From Holders; Permitted Inaction Clause in Contracts

Instructions From Holders; Permitted Inaction. Unless otherwise excused as provided herein, the Agent shall act on all written instructions received from the Majority Holders, who shall all act reasonably in all respects and without undue delay, with respect to any action to be taken or not to be taken in connection with this Agreement including, without limitation, actions to be taken in connection with the Additional Option. If the Agent shall request instructions from the Majority Holders with respect to taking any particular action in connection with this Agreement, the Agent shall be entitled to refrain from taking such particular action unless and until it shall have received written instructions from the Majority Holders (in which event it shall be required to act in accordance with such written instructions unless otherwise excused as provided herein); and the Agent shall not incur any liability to any Person for so refraining. Without limiting the foregoing, the Securityholders shall not have any right of action whatsoever against the Agent as a result of the Agent taking or not taking any action hereunder pursuant to or in accordance with the written instructions of the Majority Holders, except for the Agent’s own gross negligence or intentional misconduct in connection with any action taken or not taken by it. In addition, without limiting the generality of the above provisions of this Section 6.7, the Agent shall not be required to act on any instructions purportedly given by the Majority Holders to instruct the Agent if it has any reason to question whether the Majority Holders have given such instructions, or if it believes that there is any question of interpretation as to the meaning of such instructions, until such time as it is satisfied that the Majority Holders have given such instructions or such question of interpretation has been resolved to its satisfaction. Notwithstanding anything to the contrary contained in this Agreement, the Agent shall not be required to take any action that is, in its reasonable opinion (which may be, but is not required to be, based on the advice of legal counsel), contrary to Applicable Law or any action that would, in its reasonable opinion, subject it or any of its officers, employees, representatives, or directors to personal liability or that would require it to expend or risk its own funds.

Instructions From Holders; Permitted Inaction. Unless otherwise excused as provided herein, the Agent shall act on all written instructions received from the Majority HoldersHolders and the Creditor, who shall all act reasonably in all respects and without undue delay, with respect to any action to be taken or not to be taken in connection with this Agreement including, without limitation, actions to be taken in connection with the Additional Option. If the Agent shall request instructions from the Majority Holders and the Creditor with respect to taking any particular action in connection with this Agreement, the Agent shall be entitled to refrain from taking such particular action unless and until it shall have received written instructions from the Majority Holders and the Creditor (in which event it shall be required to act in accordance with such written instructions unless otherwise excused as provided herein); and the Agent shall not incur any liability to any Person for so refraining. Without limiting the foregoing, the Securityholders shall not have any right of action whatsoever against the Agent as a result of the Agent taking or not taking any action hereunder pursuant to or in accordance with the written instructions of the Majority HoldersHolders and the Creditor, except for the Agent’s own gross negligence or intentional misconduct in connection with any action taken or not taken by it. In addition, without limiting the generality of the above provisions of this Section 6.77.7, the Agent shall not be required to act on any instructions purportedly given by the Majority Holders and the Creditor to instruct the Agent if it has any reason to question whether the Majority Holders and the Creditor have given such instructions, or if it believes that there is any question of interpretation as to the meaning of such instructions, until such time as it is satisfied that the Majority Holders and the Creditor have given such instructions or such question of interpretation has been resolved to its satisfaction. Notwithstanding anything to the contrary contained in this Agreement, the Agent shall not be required to take any action that is, in its reasonable opinion (which may be, but is not required to be, based on the advice of legal counsel), contrary to Applicable Law or any action that would, in its reasonable opinion, subject it or any of its officers, employees, representatives, or directors to personal liability or that would require it to expend or risk its own funds.

Instructions From Holders; Permitted Inaction. Unless otherwise excused as provided herein, the Agent shall act on all written instructions received from the Majority Holders, who shall all act reasonably in all respects and without undue delay, with respect to any action to be taken or not to be taken in connection with this Agreement including, without limitation, actions to be taken in connection with the Additional Option. If the Agent shall request instructions from the Majority Holders with respect to taking any particular action in connection with this Agreement, the Agent shall be entitled to refrain from taking such particular action unless and until it shall have received written instructions from the Majority Holders (in which event it shall be required to act in accordance with such written instructions unless otherwise excused as provided herein); and the Agent shall not incur any liability to any Person for so refraining. Without limiting the foregoing, the Securityholders SafeCoat Shareholders shall not have any right of action whatsoever against the Agent as a result of the Agent taking or not taking any action hereunder pursuant to or in accordance with the written instructions of the Majority Holders, except for the Agent’s own gross negligence or intentional misconduct in connection with any action taken or not taken by it. In addition, without limiting the generality of the above provisions of this Section 6.75.7, the Agent shall not be required to act on any instructions purportedly given by the Majority Holders to instruct the Agent if it has any reason to question whether the Majority Holders have given such instructions, or if it believes that there is any question of interpretation as to the meaning of such instructions, until such time as it is satisfied that the Majority Holders have given such instructions or such question of interpretation has been resolved to its satisfaction. Notwithstanding anything to the contrary contained in this Agreement, the Agent shall not be required to take any action that is, in its reasonable opinion (which may be, but is not required to be, based on the advice of legal counsel), contrary to Applicable Law or any action that would, in its reasonable opinion, subject it or any of its officers, employees, representatives, or directors to personal liability or that would require it to expend or risk its own funds.

Instructions From Holders; Permitted Inaction. Unless otherwise excused as provided herein, the Agent shall act on all written instructions received from the Majority Holders, who shall all act reasonably in all respects and without undue delay, Holders with respect to any action to be taken or not to be taken in connection with this Agreement or the Debentures including, without limitation, actions to be taken in connection with pursuant to the Additional OptionEnforcement Rights. If the Agent shall request instructions from the Majority Holders with respect to taking any particular action in connection with this AgreementAgreement or the Debentures, the Agent shall be entitled to refrain from taking such particular action unless and until it shall have received written instructions from the Majority Holders (in which event it shall be required to act in accordance with such written instructions unless otherwise excused as provided herein); , and the Agent shall not incur any liability to any Person for so refraining. Without limiting the foregoing, the Securityholders Holders shall not have any right of action whatsoever against the Agent as a result of the Agent taking or not taking any action hereunder or under the terms of the Debentures pursuant to or in accordance with the written instructions of the Majority Holders, except for as may result from the Agent’s own gross negligence or intentional misconduct in connection with any action taken or not taken by it. In addition, without limiting the generality of the above provisions of this Section 6.75, the Agent shall not be required to act on any instructions purportedly given by the Majority Holders to instruct the Agent if it has any reason to question whether the Majority Holders have given such instructions, or if it believes that there is any question of interpretation as to the meaning of such instructions, until such time as it is satisfied that the Majority Holders have given such instructions or such question of interpretation has been resolved to its the Agent’s satisfaction. Notwithstanding anything to the contrary contained in this AgreementAgreement or the Debenture Certificates, the Agent shall not be required to take any action that is, in its reasonable the Agent’s opinion (which may be, but is not required to be, based on the advice of legal counsel), contrary to Applicable Law Laws or the terms of any of the Subscription Documents, or any action that would, in its reasonable opinion, subject it the Agent, or any of its officers, employees, representatives, directors or directors affiliates, as applicable, to personal liability liability, or that would require it the Agent to expend or risk its the Agent’s own funds.