Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address. (b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs). (c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document. (d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine. (e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein). (f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive. (g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate. (h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions. (i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person. (j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 4 contracts
Samples: Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc), Credit Agreement (Aurora Cannabis Inc)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.), Credit Agreement (Organigram Holdings Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "“A" ” attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Village Farms International, Inc.), Credit Agreement (Village Farms International, Inc.), Credit Agreement
Protection of Agent. (a) Unless and until instructed by the Majority Lenders, the Agent shall not be bound to inquire as to: (i) whether any representation made by the Borrower in or in connection with any Document is true; (ii) the occurrence or otherwise of any Event of Default or Default; (iii) the performance by the Borrower of its obligations under any Document; (iv) any breach of or default by the Borrower or any Obligor under its obligations under any Document; or (v) the use or application by the Borrower of any of the proceeds of an Advance under the Credit Facilities. The Agent shall report the results of any such enquiry to the Lenders, but shall have no obligation to take any action in connection therewith unless otherwise instructed by the Majority Lenders as provided herein.
(b) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that: (i) any representation made by any Obligor in or in connection with any Document is true; (ii) no Event of Default or Default has occurred; and (iii) the Borrower is not in breach of or in default under, its obligations under any Document.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address is that set out in Exhibit "A" attached hereto is correct, unless and herein until it has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a different addressfurther such notice.
(bd) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs)obtained.
(ce) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Obligor upon a statement contained in any Loan Document.
(df) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely upon any communication or document believed by it to be genuine.
(eg) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by by, as applicable, the Required Majority Lenders or the Unanimous Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein)exercised.
(fh) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(gi) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrower or any other Person.
(hj) The Agent may refrain from acting in accordance with any instructions of of, as applicable, the Required Majority Lenders or Unanimous Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructionsinstruction.
(ik) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrower or any Related Person Obligor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(jl) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and the Agent shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except save in the case of the Agent's gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Credit Party upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound to disclose to any Person any information relating to the Companies Credit Parties or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Tilray, Inc.), Loan Agreement (Aphria Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" A attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower Borrowers pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Tucows Inc /Pa/), Credit Agreement (Tucows Inc /Pa/)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) 18.6.1 The Agent shall not be bound required to disclose to any Person any information relating keep itself informed as to the Companies performance or observance by the Borrower of this Agreement or any Related Person if such disclosure would other document referred to or might in its opinion in its sole discretion constitute a breach provided for herein or therein or to inspect the properties or books of any Law or regulation or be otherwise actionable at the suit of any Person.
Borrower. Except (j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence ) for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall have no duty or wilful misconductresponsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Agent, except where provided to the Agent for the Lenders, provided that such information does not confer any advantage to the Agent as a Lender over the other Lenders. Nothing in this Agreement shall oblige the Agent to disclose any information relating to the Borrower if such disclosure would or might, in the opinion of the Agent, constitute a breach of any Laws or duty of secrecy or confidence.
18.6.2 Unless the Agent shall have been notified in writing or by telegraph, telex or telecopier by any Lender prior to the date of an Advance requested hereunder that such Lender does not intend to make available to the Agent such Lender’s proportionate share of such Advance, based on its Commitment, the Agent may assume that such Lender has made such Lender’s Commitment in such Advance available to the Agent on the date of such Advance and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrower.
18.6.3 Unless the Agent shall have been notified in writing or by telegraph, telex or telecopier by the Borrower prior to the date on which any payment is due hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender’s pro rata share of such assumed payment. If it is established that the Borrower has not in fact made such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the rate determined by the Agent as being its cost of funds in the circumstances).
Appears in 2 contracts
Samples: Credit Agreement (Videotron Ltee), Credit Agreement (Videotron Ltee)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" A attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound have no obligation to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall does not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's its gross negligence or wilful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Merus Labs International Inc.), Credit Agreement (Merus Labs International Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) 18.6.1 The Agent shall not be bound required to disclose to any Person any information relating keep itself informed as to the Companies performance or observance by the Borrower of this Agreement or any Related Person if such disclosure would other document referred to or might in its opinion in its sole discretion constitute a breach provided for herein or therein or to inspect the properties or books of any Law or regulation or be otherwise actionable at the suit of any Person.
Borrower. Except (j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent) for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Agent, except where provided to the Agent for the Lenders, provided that such information does not confer any advantage to the Agent as a Lender over the other Lenders. Nothing in this Agreement shall oblige the Agent to disclose any information relating to the Borrower if such disclosure would or might, in the opinion of the Agent, constitute a breach of any Laws or duty of secrecy or confidence.
18.6.2 Unless the Agent shall have been notified in writing or by telegraph, telex or telecopier by any Lender prior to the date of an Advance requested hereunder that such Lender does not intend to make available to the Agent such Lender's gross negligence proportionate share of such Advance, based on its Commitment, the Agent may assume that such Lender has made such Lender's Commitment in such Advance available to the Agent on the date of such Advance and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrower.
18.6.3 Unless the Agent shall have been notified in writing or wilful misconductby telegraph, telex or telecopier by the Borrower prior to the date on which any payment is due hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's pro rata share of such assumed payment. If it is established that the Borrower has not in fact made such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the rate determined by the Agent as being its cost of funds in the circumstances).
Appears in 1 contract
Samples: Credit Agreement (Cgi Group Inc)
Protection of Agent. Notwithstanding anything to the contrary expressed or implied herein, the Agent shall not:
(a) Unless the Agent has actual knowledge or actual notice be bound to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.enquire as to:
(bi) The Agent may engage and pay for the advice whether any representation, warranty or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from statement made by the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps document incidental hereto is true or correct;
(ii) the occurrence or otherwise of any Event of Default;
(iii) the performance or observance by the Borrower of its obligations under this Agreement or any document incidental hereto or to enforce inspect the property or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses assets (including legal feesthe books and records) and liabilities which it will of the Borrower or may expend or incur in complying with such instructions.any of its Subsidiaries;
(iiv) The Agent shall not any breach of or default by the Borrower of or under its obligations under this Agreement; or
(v) the use or application by the Borrower of any of the proceeds of the Facility;
(b) be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account;
(c) be bound to disclose to any Person any information relating to the Companies or any Related Person Borrower if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.; or
(jd) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied by others in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of this Agreement, any Loan Document Bankers' Acceptance, any Letter of Credit or any document incidental hereto or thereto and the Agent shall not be under any liability or responsibility as Agent to any Lender as a result of taking or omitting to take any action in relation to the Agreement, any Loan Document except Bankers' Acceptance, any Letter of Credit or any document incidental hereto or thereto save in the case of the Agent's gross negligence or wilful misconduct, and each of the Lenders and the Borrower agree that it will not assert or seek to assert against any director, officer, employee or agent of the Agent any claim it might have against any of them in respect of the matters referred to in this Section.
Appears in 1 contract
Protection of Agent. (a) Unless No provision of this Agreement shall require the Agent has actual knowledge or actual notice any Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the contraryperformance of any of its duties, it may assume that each Lender's address set out or in Exhibit "A" attached hereto is correctthe exercise of its rights and powers, unless and until it has received from such Lender a notice designating a different addresshereunder.
(b) The Agent may engage In acting hereunder and pay for in connection with the advice or services Notes each of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share and each Paying Agent shall act solely as an agent of such costs)the Issuer and will not thereby assume any obligations towards, or relationship of agency or trust for, any of the Noteholders.
(c) Unless Each of the Agent has actual knowledge and each Paying Agent may consult with legal or actual notice other professional advisers satisfactory to it, and the contrary, it may rely as to matters opinion of fact which might reasonably such advisers shall be expected to be within the knowledge full and complete protection in respect of any Company upon a statement contained action taken, omitted or suffered hereunder in any Loan Documentgood faith and in accordance with the opinion of such advisers.
(d) Unless Each of the Agent has actual knowledge and each Paying Agent shall be protected and shall incur no liability for or actual notice to the contraryin respect of any action taken, it may rely omitted or suffered in reliance upon any communication instruction, request or order from the Issuer, or any Note, form of transfer, resolution, direction, consent, certificate, affidavit, statement, telex, facsimile transmission or other paper or document believed by it in good faith to be genuinegenuine and to have been delivered, signed or sent by the proper party or parties.
(e) The Each of the Agent may refrain from exercising and each Paying Agent shall not be under any right, power obligation to take any action hereunder which it expects will result in any expense or discretion vested in it under this Agreement unless and until instructed by liability of the Required Lenders as to whether Agent or not such right, power or discretion is to be exercised and, if it is to be exercisedthe Paying Agent, as the case may be, the payment of which within a reasonable time is not, in its good faith opinion, assured to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein)it.
(f) The Each of the Agent may refrain from exercising and each Paying Agent shall not be responsible for any rightact done or omitted in connection herewith or therewith, power except in the case of its gross negligence or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directivewillful misconduct.
(g) The Each of the Agent and each Paying Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine perform the services required to be appropriaterendered by it hereunder either directly or through attorneys-in-fact or agents not regularly in its employ and the Agent and each Paying Agent, as the case may be, shall not be responsible or liable for any misconduct or negligence on the part of any such attorney or agent appointed by it with due care hereunder.
(h) The Agent may refrain from acting in accordance with any instructions Each of the Required Lenders Agent and each Paying Agent shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to begin any legal action be authorized or proceeding arising out of within the discretion or in connection with rights or powers conferred upon it by this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.Agreement; and
(i) The Each of the Agent and each Paying Agent shall not be bound to disclose have any duty or responsibility in the event of any default by the Issuer in the payment or performance of any of the Issuer's obligations under this Agreement, the Notes or any other agreement pertaining to any Person or all of the foregoing (including, but not limited to, any information relating duty or responsibility to the Companies accelerate all or any Related Person if such disclosure would of the Notes or might in its opinion in its sole discretion constitute a breach of to initiate or attempt to initiate any Law proceedings at law or regulation otherwise or be otherwise actionable at the suit of to make any Person.
(j) The Agent shall not accept any responsibility demand for the accuracy and/or completeness of any information supplied in connection herewith or for payment thereof upon the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconductIssuer.
Appears in 1 contract
Samples: Fiscal and Paying Agency Agreement (Polo Ralph Lauren Corp)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's ’s address set out in Exhibit "A" attached hereto as provided to the Agent is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower Borrowers pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's ’s Proportionate Share of such costs). The Agent will endeavour to provide prior notice of such action to the Lenders unless it is not practicable to do so, in which case the Agent will provide notice of such action to the Lenders as soon as reasonably possible after the fact.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Borrower or Guarantor upon a statement contained in any Loan Credit Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrowers or any other Person.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Majority Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrowers or any Related Person Guarantor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Credit Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Credit Document except in the case of the Agent's gross ’s negligence or wilful misconduct.
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) 18.6.1 The Agent shall not be bound required to disclose to any Person any information relating keep itself informed as to the Companies performance or observance by the Borrower of this Agreement or any Related Person if such disclosure would other document referred to or might in its opinion in its sole discretion constitute a breach provided for herein or therein or to inspect the properties or books of any Law or regulation or be otherwise actionable at the suit of any Person.
Borrower. Except (j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence ) for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall have no duty or wilful misconductresponsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Agent, except where provided to the Agent for the Lenders, provided that such information does not confer any advantage to the Agent as a Lender over the other Lenders. Nothing in this Agreement shall oblige the Agent to disclose any information relating to the Borrower if such disclosure would or might, in the opinion of the Agent, constitute a breach of any Applicable Laws or duty of secrecy or confidence.
18.6.2 Unless the Agent shall have been notified in writing or by telegraph or telecopier by any Lender prior to the date of an Advance requested hereunder that such Lender does not intend to make available to the Agent such Lender’s proportionate share of such Advance, based on its Commitment, the Agent may assume that such Lender has made such Lender’s Commitment in such Advance available to the Agent on the date of such Advance and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrower.
18.6.3 Unless the Agent shall have been notified in writing or by telegraph or telecopier by the Borrower prior to the date on which any payment is due hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender’s pro rata share of such assumed payment. If it is established
Appears in 1 contract
Samples: Credit Agreement (Videotron Ltee)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's ’s address set out in Exhibit "“A" ” attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's ’s Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross ’s negligence or wilful misconduct.
Appears in 1 contract
Samples: Third Amended and Restated Credit Agreement (Village Farms International, Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) 18.6.1 The Agent shall not be bound required to disclose to any Person any information relating keep itself informed as to the Companies performance or observance by the Borrower of this Agreement or any Related Person if such disclosure would other document referred to or might in its opinion in its sole discretion constitute a breach provided for herein or therein or to inspect the properties or books of any Law or regulation or be otherwise actionable at the suit of any Person.
Borrower. Except (j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent) for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Borrower which may come to the attention of the Agent, except where provided to the Agent for the Lenders, provided that such information does not confer any advantage to the Agent as a Lender over the other Lenders. Nothing in this Agreement shall oblige the Agent to 57 disclose any information relating to the Borrower if such disclosure would or might, in the opinion of the Agent, constitute a breach of any Laws or duty of secrecy or confidence.
18.6.2 Unless the Agent shall have been notified in writing or by telegraph, telex or telecopier by any Lender prior to the date of an Advance requested hereunder that such Lender does not intend to make available to the Agent such Lender's gross negligence proportionate share of such Advance, based on its Commitment, the Agent may assume that such Lender has made such Lender's Commitment in such Advance available to the Agent on the date of such Advance and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be entitled to recover such amount (together with interest thereon at the rate determined by the Agent as being its cost of funds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrower.
18.6.3 Unless the Agent shall have been notified in writing or wilful misconductby telegraph, telex or telecopier by the Borrower prior to the date on which any payment is due hereunder that the Borrower does not intend to make such payment, the Agent may assume that the Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's PRO RATA share of such assumed payment. If it is established that the Borrower has not in fact made such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the rate determined by the Agent as being its cost of funds in the circumstances).
Appears in 1 contract
Protection of Agent. (a) Unless and until instructed by the Majority Lenders, the Agent shall not be bound to inquire as to: (i) whether any representation made by the Borrower in or in connection with any Document is true; (ii) the occurrence or otherwise of any Event of Default or Default; (iii) the performance by the Borrower of its obligations under any Document; (iv) any breach of or default by the Borrower or any Obligor under its obligations under any Document; or (v) the use or application by the Borrower of any of the proceeds of an Advance under the Credit Facilities. The Agent shall report the results of any such enquiry to the Lenders, but shall have no obligation to take any action in connection therewith unless otherwise instructed by the Majority Lenders as provided herein.
(b) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that: (i) any representation made by any Obligor in or in connection with any Document is true; (ii) no Event of Default or Default has occurred; and (iii) the Borrower is not in breach of or in default under, its obligations under any Document.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address is that set out in Exhibit "A" attached hereto is correct, unless and herein until it has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a different address.further such notice. -113-
(bd) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs)obtained.
(ce) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Obligor upon a statement contained in any Loan Document.
(df) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely upon any communication or document believed by it to be genuine.
(eg) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by by, as applicable, the Required Majority Lenders or the Unanimous Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein)exercised.
(fh) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(gi) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrower or any other Person.
(hj) The Agent may refrain from acting in accordance with any instructions of of, as applicable, the Required Majority Lenders or Unanimous Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructionsinstruction.
(ik) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrower or any Related Person Obligor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)
Protection of Agent. (a) Unless and until instructed by the Majority Lenders, the Agent shall not be bound to inquire as to: (i) whether any representation made by the Borrower in or connection with any Document is true; (ii) the occurrence or otherwise of any Event of Default or Default; (iii) the performance by the Borrower of obligations under any Document; (iv) any breach of or default by the Borrower any Obligor under its obligations under any Document; or (v) the use application by the Borrower of any of the proceeds of an Advance under the Credit Facilities. The Agent shall report the results of any such enquiry to the Lenders, but shall have no obligation to take any action in connection therewith unless otherwise instructed by the Majority Lenders as provided herein.
(b) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that: (i) any representation made by any Obligor in or in connection with any Document is true; (ii) no Event of Default or Default has occurred; and (iii) the Borrower is not in breach of or in default under, its obligations under any Document.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address is that set out in Exhibit "A" attached hereto is correct, unless and herein until it has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a different address.further such notice
(bd) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs)obtained.
(ce) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Obligor upon a statement contained in any Loan Document.
(df) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely upon any communication or document believed by it to be genuine.
(eg) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by by, as applicable, the Required Majority Lenders or the Unanimous Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein)exercised.
(fh) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(gi) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrower or any other Person.
(hj) The Agent may refrain from acting in accordance with any instructions of of, as applicable, the Required Majority Lenders or Unanimous Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructionsinstruction.
(ik) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrower or any Related Person Obligor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(jl) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and the Agent shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except save in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement (SunOpta Inc.)
Protection of Agent. (a) Unless and until instructed by a Majority of the Lenders, the Agent shall not be bound to inquire as to:
(i) whether any representation made by the Borrower in or in connection with any Document is true;
(ii) the occurrence or otherwise of any Event of Default or Default;
(iii) the performance by the Borrower of its obligations under any Document;
(iv) any breach of or default by the Borrower or any Related Person under its obligations under any Document; or
(v) the use or application by the Borrower of any of the proceeds of the Credit Facilities. The Agent shall report the results of any such enquiry to the Lenders, but shall have no obligation to take any action in connection therewith unless otherwise instructed by a Majority of the Lenders as provided herein.
(b) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that:
(i) any representation made by any Company in or in connection with any Document is true;
(ii) no Event of Default or Default has occurred; and
(iii) the Borrower is not in breach of or in default under, its obligations under any Document.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address is that set out in Exhibit "A" attached hereto is correct, unless and herein until it has received from such Lender a notice designating some other office of such Lender as its address and act upon any such notice until the same is superseded by a different addressfurther such notice.
(bd) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs)obtained.
(ce) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(df) Unless the Agent has actual knowledge or actual notice to the contrary, it the Agent may rely upon any communication or document believed by it to be genuine.
(eg) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by a Majority of the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein)exercised.
(fh) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(gi) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrower or any other Person.
(hj) The Agent may refrain from acting in accordance with any instructions of a Majority of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructionsinstruction.
(ik) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrower or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(jl) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and the Agent shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except save in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each LenderXxxxxx's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender Xxxxxx agrees to reimburse the Agent in such LenderXxxxxx's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company Credit Party upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound to disclose to any Person any information relating to the Companies Credit Parties or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's ’s address set out in Exhibit "“A" ” attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender Xxxxxx agrees to reimburse the Agent in such Lender's Xxxxxx’s Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or DOCPROPERTY "CUS_DocIDChunk0" NATDOCS\70776052\V-4 enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross ’s negligence or wilful misconduct.
Appears in 1 contract
Samples: Fourth Amended and Restated Credit Agreement (Village Farms International, Inc.)
Protection of Agent. Notwithstanding anything to the contrary ------------------- expressed or implied herein, the Agent shall not:
(a) Unless be bound to enquire as to:
(i) whether any representation made by any Borrower, the Agent has actual knowledge Guarantor or actual notice to any other Person in or in connection with the contraryLoan Documents or any document incidental thereto is true;
(ii) the occurrence or otherwise of any Event;
(iii) the performance by any Borrower, it may assume that each Lender's address set out the Guarantor or any other Person of its obligations under any of the Loan Documents or any document incidental thereto (including any obligations in Exhibit "A" attached hereto is correctrespect of insurance);
(iv) any breach of or default by any Borrower, unless and until it has received from such Lender a notice designating a different address.the Guarantor or any other Person under the Loan Documents or any document incidental thereto; or
(v) the use or application by any Borrower or the Guarantor of any of the proceeds of any of the Loans;
(b) The Agent may engage and pay be bound to account to any Lender for any sum or the advice or services profit element of any lawyers, accountants or other experts whose advice or services may to sum received by it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).for its own account as herein provided;
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to any Borrower or the Companies or any Related Person Guarantor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.;
(jd) The Agent shall not be under any obligation to inspect the Collateral or any other Property, books or records of any Borrower, any Guarantor or any of its or their Subsidiaries or Affiliates;
(e) accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, genuineness, sufficiency, adequacy or enforceability of the Loan Documents, any Loan Document Loan, any Letter of Credit or any document incidental hereto or thereto and the Agent shall not be under any no liability to any Lender as a result of taking or omitting to take any action in relation to the Loan Documents, any Loan Document except or any document incidental hereto or thereto save in the case of the Agent's gross negligence or wilful misconduct, and each of the Lenders agrees that it will not assert or seek to assert against any director, officer, employee, affiliate or agent of the Agent any claim it might have against any of them in respect of the matters referred to in this Section 14.4; or
(f) have any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or the Guarantor or is cared for, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to this Agreement or pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no duty or liability whatsoever to any Lender as to any of the foregoing.
Appears in 1 contract
Protection of Agent. Notwithstanding anything to the contrary ------------------- expressed or implied herein, the Agent shall not:
(a) Unless be bound to enquire as to:
(i) whether any representation made by either Borrower, any Guarantor or any other Person in or in connection with the Agent has actual knowledge Loan Documents or actual notice to any document incidental thereto is true;
(ii) the contraryoccurrence or otherwise of any Event;
(iii) the performance by either Borrower, it may assume that each Lender's address set out any Guarantor or any other Person of its obligations under any of the Loan Documents or any document incidental thereto (including any obligations in Exhibit "A" attached hereto is correctrespect of insurance);
(iv) any breach of or default by either Borrower, unless and until it has received from such Lender a notice designating a different address.any Guarantor or any other Person under the Loan Documents or any document incidental thereto; or
(v) the use or application by either Borrower or any Guarantor of any of the proceeds of the Revolving Credit Facility;
(b) The Agent may engage and pay be bound to account to any Lender for any sum or the advice or services profit element of any lawyers, accountants or other experts whose advice or services may to sum received by it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).for its own account as herein provided;
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies either Borrower or any Related Person Guarantor if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.;
(jd) The Agent shall not be under any obligation to inspect any Collateral or any other Property, books or records of either Borrower, any Guarantor or any of its or their Subsidiaries or Affiliates;
(e) accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, genuineness, sufficiency, adequacy or enforceability of the Loan Documents, any Loan Document Loan, any Letter of Credit or any document incidental hereto or thereto and the Agent shall not be under any no liability to any Lender as a result of taking or omitting to take any action in relation to the Loan Documents, any Loan Document except or any document incidental hereto or thereto save in the case of the Agent's gross negligence or wilful misconduct, and each of the Lenders agrees that it will not assert or seek to assert against any director, officer, employee, affiliate or agent of the Agent any claim it might have against any of them in respect of the matters referred to in this Section 14.4; or
(f) have any obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by the Borrowers or any Guarantor or is cared for, protected or insured or has been encumbered, or that the Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to this Agreement or pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, given the Agent's own interest in the Collateral in its capacity as one of the Lenders and that the Agent shall have no duty or liability whatsoever to any Lender as to any of the foregoing.
Appears in 1 contract
Samples: Loan Agreement (Intertan Inc)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) 18.7.1 The Agent shall not be bound required to keep itself informed as to the performance or observance by the Borrowers, LLC or IPG of this Agreement or any other document referred to or provided for herein or therein or to inspect the properties or books of the Restricted Group. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the affairs or financial condition of the Restricted Group which may come to the attention of the Agent, except where provided to the Agent for the Lenders, provided that such information does not confer any advantage to the Agent, in its capacity as a Lender, over the other Lenders. Nothing in this Agreement shall oblige the Agent to disclose to any Person any information relating to the Companies or any Related Person Restricted Group if such disclosure would or might might, in its the opinion in its sole discretion of the Agent, constitute a breach of any Law Laws or regulation duty of secrecy or confidence.
18.7.2 Unless the Agent shall have been notified in writing by any Lender prior to the date of an Advance requested hereunder that such Lender does not intend to make available to the Agent such Lender's Commitment in such Advance, the Agent may assume that such Lender has made such Lender's Commitment in such Advance available to the Agent on the date of such Advance and the Agent may, in reliance upon such assumption, make available to the relevant Borrower(s) a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender, the Agent shall be otherwise actionable entitled to recover such amount (together with interest thereon at the suit rate determined by the Agent as being its cost of any Personfunds in the circumstances) on demand from such Lender or, if such Lender fails to reimburse the Agent for such amount on demand, from the Borrowers.
(j) The 18.7.3 Unless the Agent shall have been notified in writing by a Borrower prior to the date on which any payment is due hereunder that a Borrower does not accept any responsibility for intend to make such payment, the accuracy and/or completeness Agent may assume that a Borrower has made such payment when due and the Agent may, in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's pro rata share of any information supplied such assumed payment. If it is established that a Borrower has not in connection herewith or for fact made such payment to the legalityAgent, validity, effectiveness, adequacy or enforceability each Lender shall forthwith on demand repay to the Agent the amount made available to such Lender (together with interest at the rate determined by the Agent as being its cost of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except funds in the case of the Agent's gross negligence or wilful misconductcircumstances).
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" A attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(ih) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(ji) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each Lender's address set out in Exhibit "A" attached hereto is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender agrees to reimburse the Agent in such Lender's Proportionate Share of such costs).
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of any Company upon a statement contained in any Loan Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its sole and unfettered opinion be contrary to any Law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law or directive.
(g) The Agent may delegate any of its duties and responsibilities hereunder to any other Person as it shall determine to be appropriate.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any Security, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies or any Related Person if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement (Village Farms International, Inc.)
Protection of Agent. (a) Unless the Agent has actual knowledge or actual notice to the contrary, it may assume that each LenderXxxxxx's address set out in Exhibit "A" attached hereto as provided to the Agent is correct, unless and until it has received from such Lender a notice designating a different address.
(b) The Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained (and to the extent that such costs are not recovered from the Borrower pursuant to this Agreement, each Lender Xxxxxx agrees to reimburse the Agent in such LenderXxxxxx's Proportionate Share of such costs). The Agent will endeavour to provide prior notice of such action to the Lenders unless it is not practicable to do so, in which case the Agent will provide notice of such action to the Lenders as soon as reasonably possible after the fact.
(c) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely as to matters of fact which might reasonably be expected to be within the knowledge of the Borrower, the Trust, Adminco or any Company Material Subsidiary upon a statement contained in any Loan Credit Document.
(d) Unless the Agent has actual knowledge or actual notice to the contrary, it may rely upon any communication or document believed by it to be genuine.
(e) The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement unless and until instructed by the Required Majority Lenders as to whether or not such right, power or discretion is to be exercised and, if it is to be exercised, as to the manner in which it should be exercised (provided that such instructions shall be required to be provided by all of the Lenders in respect of any matter for which the unanimous consent of the Lenders is required as set out herein).
(f) The Agent may refrain from exercising any right, power or discretion vested in it which would or might in its opinion in its sole and unfettered opinion discretion be contrary to any Law law of any jurisdiction or any directive or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Law law or directive.
(g) The Agent may delegate any of its to such other Person, such duties and responsibilities of the Agent hereunder to any other Person as it shall determine to be appropriateappropriate in respect of dealings with or relating to the Borrower or any other Person.
(h) The Agent may refrain from acting in accordance with any instructions of the Required Majority Lenders to begin any legal action or proceeding arising out of or in connection with this Agreement or take any steps to enforce or realize upon any SecurityAgreement, until it shall have received such security as it may reasonably require (whether by way of payment in advance or otherwise) against all costs, claims, expenses (including legal fees) and liabilities which it will or may expend or incur in complying with such instructions.
(i) The Agent shall not be bound to disclose to any Person any information relating to the Companies Borrower, the Trust, Adminco or any Related Person Material Subsidiary if such disclosure would or might in its opinion in its sole discretion constitute a breach of any Law law or regulation or be otherwise actionable at the suit of any Person.
(j) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith or for the legality, validity, effectiveness, adequacy or enforceability of any Loan Credit Document and shall not be under any liability to any Lender as a result of taking or omitting to take any action in relation to any Loan Credit Document except in the case of the Agent's gross negligence or wilful misconduct.
Appears in 1 contract
Samples: Credit Agreement
