Majority Noteholders’ instructions Clause Samples
Majority Noteholders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Noteholders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Noteholders will be binding on all the Finance Parties other than the Collateral Agent.
(c) The Agent may refrain from acting in accordance with the instructions of any Party (including, without limitation, bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costs, losses and/or liabilities whatsoever (together with any associated VAT or similar tax) which it may incur in so acting.
(d) The Agent may refrain from doing anything which might, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation.
(e) In the absence of instructions from the Majority Noteholders (or, if appropriate, the Noteholders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders.
(f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Majority Noteholders’ instructions. (a) Notwithstanding anything to the contrary contained in the Note Documents, the Parties acknowledge that where any provision in a Note Document refers to the Administrative Agent being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated by the Note Documents, it shall or may (as the case may be) take such specified action, exercise such discretion, make such determination, give any consent in accordance with the instructions or directions of the Majority Noteholders (or, if the relevant Note Document expressly stipulates the matter is a decision of any other Noteholder or group of Noteholders, from that Noteholder or group of Noteholders) and in doing so shall be deemed to have acted reasonably.
(b) Any instructions given by the Majority Noteholders or the Noteholders shall be in writing and any instructions by the Majority Noteholders on matters which do not require the consent or instructions of all the Noteholders as specified in this Agreement shall be binding on all the Noteholders.
Majority Noteholders’ instructions. (a) Unless a contrary indication appears in a Loan Note Document, the Security Trustee shall:
(i) exercise any right, power, authority or discretion vested in it as Security Trustee in accordance with any written instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as Security Trustee); and
(ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with a written instruction of the Majority Noteholders.
(b) Unless a contrary indication appears in a Loan Note Document, any written instructions given by the Majority Noteholders will be binding on all parties to the Loan Note Documents.
(c) The Security Trustee may refrain from acting in accordance with the written instructions of the Majority Noteholders until it has received such indemnity and/ or security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.
(d) In the absence of written instructions from the Majority Noteholders, the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders.
(e) The Security Trustee is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder's consent) in any legal or arbitration proceedings relating to any Loan Note Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Document or enforcement of the security constituted by the Security Document.
Majority Noteholders’ instructions. (a) Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Noteholders (or, if so instructed by the Majority Noteholders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Noteholders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Noteholders will be binding on all the Finance Parties other than the Collateral Agent.
(c) The Agent may refrain from acting in accordance with the instructions of any Party (including, without limitation, bringing any legal action or proceeding arising out of or in connection with the Finance Documents) until it has received such indemnification and/or security as it may in its sole discretion require (whether by way of payment in advance or otherwise) for any costs, losses and/or liabilities whatsoever (together with any associated VAT or similar tax) which it may incur in so acting.
(d) The Agent may refrain from doing anything which might, in its sole opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its sole opinion, is necessary or desirable to comply with any applicable law or regulation.
(e) In the absence of instructions from the Majority Noteholders (or, if appropriate, the Noteholders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Noteholders.
(f) The Agent is not authorised to act on behalf of a Noteholder (without first obtaining that Noteholder’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.