Rights and discretions of the Agent. (a) The Agent may rely on: (i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. (d) The Agent may act in relation to the Finance Documents through its personnel and agents. (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. (g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders. (h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 5 contracts
Samples: Credit Facilities Agreement (Gold Fields LTD), Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement purportedly made by a director, manager, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (assume, unless it has received notice to the contrary in its capacity as agent for the Lenders) Lenders or, as the case may be, as security trustee for the Secured Parties that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and;
(iii) any notice or request made by the Parent (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) no Notifiable Debt Purchase Transaction (A) has been entered into, (B) has been terminated or (C) has ceased to be with a Permitted Sands Lender.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 3 contracts
Samples: Facility Agreement (Las Vegas Sands Corp), Second Amendment and Restatement Agreement (Las Vegas Sands Corp), Facility Agreement (Las Vegas Sands Corp)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 3 contracts
Samples: Syndicated L/G Facility Agreement (Hillenbrand, Inc.), Amendment Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Rights and discretions of the Agent. (a) 34.6.1 The Agent may rely on:
(ia) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iib) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) 34.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 30.1 (Non-payment));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiic) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) 34.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) 34.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) 34.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) 34.6.6 Without prejudice to the generality of clause 34.6.5 above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower or the Majority Lenders.
34.6.7 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) . The Agent and any Arranger may not disclose do anything which in its opinion, is necessary or desirable to comply with any Finance Party any details of the rate notified to the Agent by any Lender law or the identity regulation of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)jurisdiction.
Appears in 3 contracts
Samples: Supplemental Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 11.2 (Market Disruptiondisruption).
Appears in 2 contracts
Samples: Facility Agreement (Aon Corp), Facility Agreement (Aon Corp)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 29.2 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) Without prejudice to the generality of clause 33.7(c) or clause 33.7(e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, nor the Arrangers are any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and any Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(gi) Without prejudice to the generality of paragraph (f) aboveclause 33.7(h), the Agent may (but is not obliged) disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent Borrower and the Agent shall disclose the same upon the written request of the Parent or the Majority LendersLxxxxxx.
(hj) The Agent may not disclose to Notwithstanding any provision of any Finance Party Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any details financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
(k) Neither the Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the rate notified to Borrower if such request would be in accordance with the Agent by any Lender or the identity terms of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)this Agreement.
Appears in 2 contracts
Samples: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Facility Agreement (Salton Inc), Facility Agreement (Salton Inc)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) Guarantor or the Borrower is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Obligors and shall disclose the same upon the written request of the Borrower or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Term Facility Agreement, Term Facility Agreement (KNOT Offshore Partners LP)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 21.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower, the Majority Lenders or the Defaulting Lender.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Mandated Lead Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Credit Facility Agreement (Sap Ag), Credit Facility Agreement (Sap Ag)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruptiondisruption).
Appears in 2 contracts
Samples: Facility Agreement (Delhaize Group), Facility Agreement (Delhaize Group)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person Person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 21.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Without prejudice to the Borrower’s obligations under Clause 14 (Costs and Expenses), the Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Pre Export Finance Agreement (Votorantim Pulp & Paper Inc), Pre Export Finance Agreement (Votorantim Pulp & Paper Inc)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Facility Agreement (Intercontinental Hotels Group PLC /New/), Facility Agreement (Intercontinental Hotels Group PLC /New/)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and
(ii) any statement made by a director, authorised authorized signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders and the Holders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 Section 6.01(a)(i) of Schedule 5 (Non-paymentEvents of Default));
(ii) any right, power, authority or discretion vested in any Party party to this Facility Agreement or the Majority Lenders Required Holders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) Guarantor is made on behalf of and with the consent and knowledge of all the ObligorsCompany and the Guarantors.
(c) The Agent may may:
(i) engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts; and
(ii) agree with the Auditors and the providers of any report or professional advice to any Lender or Holder the terms on which the benefit of such advice is obtained and conferred on the Lenders and the Holders and bind the Lenders and the Holders to such terms and conditions.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party party to this Facility Agreement or any Holder any information it reasonably believes it has received as agent under this Agreementthe Finance Documents.
(f) The Agent may execute on behalf of the Lenders and the Holders any document expressed by any Finance Document to be executed by the Agent on their behalf.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Pik Facility Agreement (TPG Advisors IV, Inc.), Senior Secured Facility Agreement (TPG Advisors IV, Inc.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or Alternative Reference Bank or the identity of any such Lender or Alternative Reference Bank for the purpose of paragraph (a)(ii) of Clause 10.2 12.2 (Market Disruption).
Appears in 2 contracts
Samples: Facility Agreement (InterXion Holding N.V.), Facility Agreement (InterXion Holding N.V.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iii) any notice or request made by the Parent a Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) no Notifiable Debt Purchase Transaction:
(A) has been entered into;
(B) has been terminated; or
(C) has ceased to be with a Qualified Shareholder.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Italian Borrower and shall disclose the same upon the written request of the Italian Borrower or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Multicurrency Revolving Facility Agreement (Luxottica Group Spa), Facility Agreement (Luxottica Group Spa)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 2 contracts
Samples: Facility Agreement (Ocean Rig UDW Inc.), Facility Agreement (DryShips Inc.)
Rights and discretions of the Agent. and the Security Agent
(ai) The Agent and the Security Agent may rely on:
(iA) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iiB) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(bii) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(iA) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 34.1 (Non-payment));
(iiB) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiiC) any notice or request made by the Parent German Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(ciii) The Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(div) The Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents.
(ev) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fvi) The Security Agent may, upon a disposal of any property the subject of the Security Document by any receiver, or by any of the Obligors or Kronos Denmark where the Security Agent has consented to the disposal, to any third party, release such property from the Security Document.
(vii) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Third Amendment Agreement (Kronos International Inc)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person Person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 21.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Without prejudice to the Borrower’s obligations under Clause 14 (Costs and Expenses), the Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Pre Export Finance Agreement (Votorantim Pulp & Paper Inc)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than Guarantor or a Utilisation Request) Borrower is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Obligors and shall disclose the same upon the written request of the Borrowers or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; and
(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation Request, Receipt or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Facility Agreement (PCGI Intermediate Holdings LTD)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;
(iii) assume that:
(A) any instructions received by it from the Majority Issuing Banks, any Issuing Bank or any group of Issuing Banks are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iv) rely on a certificate from any person:
(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (a)(iv) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersIssuing Banks) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 18.1 (Non-payment));; and
(ii) any right, power, authority or discretion vested in any Party or any group of Issuing Banks or the Majority Lenders Issuing Banks has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisors, surveyors or other professional advisors or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Issuing Banks) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel personnel, officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tower Group International, Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 20.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Senior Secured Facility Agreement (Aluminum Corp of China)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party Party, the Majority Lenders or the Super Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Sappi Limited (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of the Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent nor or the Arrangers are Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Facilities Agreement (Sappi LTD)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 30.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iii) any notice or request made by the Parent Borrower (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents (unless it has received written notice that those instructions have been revoked).
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents and the Agent shall not be liable for any damages, costs, or losses to any person, any diminution in value or any liability whatsoever arising as a result of such reliance.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 175 UK-#396550026-v7
(f) Without prejudice to the generality of clause 34.6(e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower or the Majority Lenders.
(fg) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary 176 UK-#396550026-v7 duty or duty of confidentiality.
(g) Without prejudice . The Agent and any Arranger may do anything which in its opinion, is necessary or desirable to the generality comply with any law or regulation of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lendersany jurisdiction.
(h) The Agent may not disclose to Notwithstanding any other provision of any Finance Party any details of the rate notified Document to the contrary, the Agent by is not obliged to expend or risk its own funds or otherwise incur any Lender financial liability in the performance of its duties, obligations or responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Rights and discretions of the Agent. (aA) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(bB) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(cC) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(dD) The Agent may act in relation to the Finance Documents through its personnel and agents.
(eE) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fF) Without prejudice to the generality of paragraph (E) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent Company and shall disclose the same upon the written request of the Parent Company or the Majority Lenders.
(G) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are an Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gH) Without prejudice to the generality of paragraph (fB)(iii) aboveof Clause 13.2 (Market disruption), the Agent may disclose the identity of a Defaulting Lender is not obliged to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(iiA)(ii) of Clause 10.2 13.2 (Market Disruption)disruption) or the identity of such Lender.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised ; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent shall disclose the identity of a Defaulting Lender to the Company and may disclose the identity of a Defaulting Lender to the other Finance Parties (and shall, as soon as reasonably practicable, disclose the same upon the written request of the Majority Lenders).
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 12.2 (Market Disruption).
Appears in 1 contract
Samples: Facility Agreement (Imerys S.A.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent Agent for the Lenders) that:
(i) no Event of Default has occurred (unless it has actual knowledge of a an Event of Default arising under Clause 22.1 25.1 (Non-payment));; and
(ii) any right, power, authority or discretion vested in any Party or the Required Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents (including the Second Ranking Security Documents) through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent:
(i) may disclose; and
(ii) on the written request of the Parent or the Required Majority, shall, as soon as reasonably practicable, disclose,
(g) the identity of a Defaulting Lender to the Parent and to the other Finance Parties.
(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent confidentiality or the Majority Lenders.
(h) The Agent may not disclose render it liable to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)person.
Appears in 1 contract
Samples: Term Loan and Revolving Credit Facilities Agreement (Seadrill Partners LLC)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) assume that:
(A) any statement made instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a director, authorised signatory certificate from any person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 19.1 (Non-paymentFailure to pay));; and
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c)above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(fh) Without prejudice to the generality of paragraph (g) above, the Agent:
(i) may disclose; and
(ii) on the written request of the Obligors or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties.
(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gj) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Rights and discretions of the Agent. 34.7.1 The Agent may:
(a) The Agent may rely on:
(i) on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to clauses 33.2.3 and 33.2.4 (Disenfranchisement on Debt Purchase Transactions entered into by Guarantor Affiliates)) believed by it to be genuine, correct and appropriately authorised;
(b) assume that:
(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(ii) unless it has received notice of revocation, that those instructions have not been revoked; and
(c) rely on a certificate from any statement made by a director, authorised signatory person:
(i) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(ii) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.
(b) 34.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 30.1 (Non-payment));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iiic) any notice or request made by the Parent a Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and
(d) no Notifiable Debt Purchase Transaction:
(i) has been entered into;
(ii) has been terminated; or
(iii) has ceased to be with a Guarantor Affiliate.
(c) 34.7.3 The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
34.7.4 Without prejudice to the generality of clause 34.7.3 or clause 34.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
34.7.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(d) 34.7.6 The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(a) be liable for any error of judgment made by any such person; or
(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful default.
(e) The 34.7.7 Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) 34.7.8 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and the Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(g) 34.7.9 Without prejudice to the generality of paragraph (f) aboveclause 34.7.7, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent Borrowers and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to 34.7.10 Notwithstanding any provision of any Finance Party Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any details financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
34.7.11 Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the rate notified to Borrowers if such request would be in accordance with the Agent by any Lender or the identity terms of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)this Agreement.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Single Currency Term Facility Agreement (General Geophysics Co)
Rights and discretions of the Agent. (a) The Agent may may
(i) rely on:
(iA) any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iiB) assume that:
(1) any statement made instructions received by it from the Majority Lenders, any Lenders or all the Lenders are duly given in accordance with the terms of the Finance Documents; and
(2) unless it has received notice of revocation, that those instructions have not been revoked; and
(C) rely on a director, authorised signatory certificate from any person:
(1) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(2) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything,
(D) as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gh) Without prejudice to the generality of paragraph (fg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.Agent:
(hi) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).disclose; and
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Alliance Data Systems Corp)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 28.2 (Disenfranchisement on Debt Purchase Transactions entered into by Sponsor Affiliates)) believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 26.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iii) any notice or request made by the Parent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) no Notifiable Debt Purchase Transaction:
(A) has been entered into;
(B) has been terminated; or
(C) has ceased to be with a Sponsor Affiliate.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Coordinator is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall shall, as soon as reasonably practicable, disclose the same upon the written request of the Parent Company or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, the Mandated Lead Arrangers nor the Arrangers Bookrunners are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Facility Agreement (Best Buy Co Inc)
Rights and discretions of the Agent. (a) The Agent may rely on:may
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Required Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-paymentPayment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) Without prejudice to the generality of Clause 27.7(c) or (e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Bookrunner nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent, each Bookrunner and each Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
(j) Neither the Agent nor any Bookrunner nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under Clause 21 (Information Undertakings) unless so required in writing by a Defaulting Lender to Lender, in which case the other Finance Parties and Agent shall promptly make the Parent and shall disclose the same upon the written appropriate request of the Parent or if such request would be in accordance with the Majority Lendersterms of this Agreement.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: China Eca Facility Framework Agreement (Seadrill Partners LLC)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party Party, the Majority Lenders or the Super Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of the Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent nor or the Arrangers are Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent Any Administrative Party may act in relation to the Finance Documents through its personnel officers, employees and agents.
(eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Facility Agreement (PCGI Intermediate Holdings LTD)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall promptly disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.. Table of Contents
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) 35.6.1 The Agent may rely on:
(ia) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iib) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) 35.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 31.1 (Non-payment));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiic) any notice or request made by the Parent Borrowers (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) 35.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) 35.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) 35.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) 35.6.6 Without prejudice to the generality of clause 35.6.5 above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and shall disclose the same upon the written request of the Borrowers or the Majority Lenders.
35.6.7 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) . The Agent and any Arranger may not disclose do anything which in its opinion, is necessary or desirable to comply with any Finance Party any details of the rate notified to the Agent by any Lender law or the identity regulation of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)jurisdiction.
Appears in 1 contract
Rights and discretions of the Agent. and the Security Agent
(a) The Agent and the Security Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised ; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or, as the case may be, as security trustee for the Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 33.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Each of the Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Each of the Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Security Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) assume that:
(A) any statement made instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a director, authorised signatory certificate from any person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause Xxxxxx 22.1 (Non-Non payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Without prejudice to the generality of paragraph (g) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall, as soon as reasonably practical, disclose the same upon the written request of the Company or the Majority Lenders.
(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gj) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Facility Agreement
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 30.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrowers (other than a the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent Agent, acting reasonably, may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of clause 34.6(e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and shall disclose the same upon the written request of the Borrowers or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent nor Agent, the Arrangers are Bookrunner or any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above. The Agent, the Agent Bookrunner and any Arranger may disclose the identity of a Defaulting Lender do anything which in its opinion, is necessary or desirable to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent comply with any law or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity regulation of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)jurisdiction.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall, as soon as reasonably practicable, disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Markit Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Majority Lenders, any Lender or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (( Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent Any Administrative Party may act in relation to the Finance Documents through its personnel officers, employees and agents.
(eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are no Administrative Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Rights and discretions of the Agent. 26.7.1 The Agent may:
(a) The Agent may rely on:
(i) on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(b) assume that:
(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(ii) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of (A), may assume the truth and accuracy of that certificate.
(b) 26.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or security agent for the Finance Parties (as the case may be)) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-paymentEvents of Default));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiic) any notice or request made by the Parent Borrowers (other than a Utilisation Drawdown Request) is made on behalf of and with the consent and knowledge of all the ObligorsSecurity Parties.
(c) 26.7.3 The Agent may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
26.7.4 Without prejudice to the generality of Clause 26.7.3 or Clause 26.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (dand so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
26.7.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
26.7.6 The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(a) be liable for any error of judgment made by any such person; or
(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(e) The 26.7.7 Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
26.7.8 Without prejudice to the generality of Clause 26.7.7, the Agent:
(fa) may disclose; and
(b) on the written request of the Borrowers or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrowers and to the other Finance Parties.
26.7.9 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) 26.7.10 The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph Clause 10.2.2 (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Secured Loan Facility Agreement (Diana Containerships Inc.)
Rights and discretions of the Agent. 34.7.1 The Agent may:
(a) The Agent may rely on:
(i) on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to clause 33.3 (Disenfranchisement on Debt Purchase Transactions entered into by Parent Affiliates)) believed by it to be genuine, correct and appropriately authorised;
(b) assume that:
(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(ii) unless it has received notice of revocation, that those instructions have not been revoked; and
(c) rely on a certificate from any statement made by a director, authorised signatory person:
(i) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(ii) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.
(b) 34.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 30.1 (Non-payment));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iiic) any notice or request made by the Parent a Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors; and
(d) no Notifiable Debt Purchase Transaction:
(i) has been entered into;
(ii) has been terminated; or
(iii) has ceased to be with a Parent Affiliate.
(c) 34.7.3 The Agent may engage, and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
34.7.4 Without prejudice to the generality of clause 34.7.3 or clause 34.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
34.7.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying except in the case of gross negligence or wilful misconduct.
(d) 34.7.6 The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(a) be liable for any error of judgment made by any such person; or
(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful default.
(e) The 34.7.7 Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) 34.7.8 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and the Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(g) 34.7.9 Without prejudice to the generality of paragraph (f) aboveclause 34.7.7, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent Borrowers and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to 34.7.10 Notwithstanding any provision of any Finance Party Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any details financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
34.7.11 Neither the Agent nor the Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall promptly make the appropriate request of the rate notified to Borrowers if such request would be in accordance with the Agent by any Lender or the identity terms of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)this Agreement.
Appears in 1 contract
Samples: Facility Agreement (DryShips Inc.)
Rights and discretions of the Agent. (a) The Agent may rely onmay:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) assume that:
(A) any statement made instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a director, authorised signatory certificate from any person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 19.1 (Non-paymentFailure to pay));; and
(iii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c)above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agents.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(fh) Without prejudice to the generality of paragraph (g) above, the Agent:
(i) may disclose; and
(ii) on the written request of the Obligors or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties.
(i) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gj) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised ; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any of the Arrangers are is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:may
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Required Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-paymentPayment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation RequestSelection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) Without prejudice to the generality of Clause 27.7(c) or (e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Bookrunner nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent, each Bookrunner and each Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
(j) Neither the Agent nor any Bookrunner nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under Clause 21 (Information Undertakings) unless so required in writing by a Defaulting Lender to Lender, in which case the other Finance Parties and Agent shall promptly make the Parent and shall disclose the same upon the written appropriate request of the Parent or if such request would be in accordance with the Majority Lendersterms of this Agreement.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: China Eca Facility Framework Agreement (Seadrill Partners LLC)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document (including, for the avoidance of doubt, any representation, notice or document communicating the consent of the Majority Lenders pursuant to Clause 35.1 (Required consents) believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or and regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 21.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent nor or the Arrangers are is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the The Agent may disclose the identity of a Defaulting Lender to the other Finance Parties Parties, the Borrower and the Parent Guarantors and shall disclose the same upon the written request of the Parent Borrower or the Majority Lenders.
(h) The Agent may not disclose to Notwithstanding any provision of any Finance Party any details of the rate notified Document to the contrary, the Agent by is not obliged to expend or risk its own funds or otherwise incur any Lender financial liability in the performance of its duties, obligations or responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and
(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(B) unless it has received notice of revocation, that those instructions have not been revoked.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other professional advisers or experts.
(d) The Agent may act in relation to Unless a Finance Document expressly provides otherwise the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(e) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 12.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:may
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Required Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(iiB) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) Without prejudice to the generality of clause 27.7(c) or (e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Bookrunner nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent, each Bookrunner and each Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
(gi) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
(j) Neither the Agent nor any Bookrunner nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 21 (Information undertakings) unless so required in writing by a Defaulting Lender to Lender, in which case the other Finance Parties and Agent shall promptly make the Parent and shall disclose the same upon the written appropriate request of the Parent or if such request would be in accordance with the Majority Lendersterms of this Agreement.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Secured Credit Facility Agreement (Seadrill Partners LLC)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 21.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrowers’ Agent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the ObligorsBorrowers.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Revolving Facility Agreement (Alpha Beta Netherlands Holding N.V.)
Rights and discretions of the Agent. (a) 35.6.1 The Agent may rely on:
(ia) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iib) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) 35.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 31.1 (Non-payment));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiic) any notice or request made by the Parent a Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) 35.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) 35.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) 35.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) 35.6.6 Without prejudice to the generality of clause 35.6.5 above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and a Borrower and shall disclose the same upon the written request of a Borrower or the Majority Lenders.
35.6.7 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) . The Agent and any Arranger may not disclose do anything which in its opinion, is necessary or desirable to comply with any Finance Party any details of the rate notified to the Agent by any Lender law or the identity regulation of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)jurisdiction.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the ObligorsGuarantor.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may may
(i) rely on:
(iA) any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and
(iiB) assume that:
(1) any statement made instructions received by it from the Majority Lenders, any Lenders or all the Lenders are duly given in accordance with the terms of the Finance Documents; and
(2) unless it has received notice of revocation, that those instructions have not been revoked; and
(C) rely on a director, authorised signatory certificate from any person:
(1) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(2) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything,
(D) as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other expertsprofessional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.
(eg) The Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(fh) Without prejudice to the generality of paragraph (g) above, the Agent:
(i) may disclose; and
(ii) on the written request of the Company or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Company and to the other Finance Parties.
(i) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent nor or the Arrangers are Arranger is obliged to do or omit to do anything if it would would, or might in its reasonable opinion opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gj) Without prejudice Notwithstanding any provision of any Finance Document to the generality of paragraph (f) abovecontrary, the Agent may disclose is not obliged to expend or risk its own funds or otherwise incur any financial liability in the identity performance of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent its duties, obligations or responsibilities or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
Appears in 1 contract
Samples: Senior Facilities Agreement (Alliance Data Systems Corp)
Rights and discretions of the Agent. (a) The Agent may rely on:on:-
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; and
(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (assume, unless it has received notice to the contrary in its capacity as agent for the Lenders) that:Lenders for the Finance Parties, that:-
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 25.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the any Majority Lenders or Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent MCL or SUNDAY (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Expanded Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Expanded Finance Document to the contrary, neither the Agent nor the Arrangers are any other Finance Party is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentialityduty.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 20.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and shall disclose the same upon the written request of the Borrower, the Majority Lenders or the Defaulting Lender.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers Mandated Lead Arranger are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; and
(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that:
(i) no Default has occurred and each party to a Finance Document is in compliance with its obligations under the Finance Documents (unless unless, in each case, it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party party to any Finance Document, the Majority Lenders or the Majority applicable Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligorseach Obligor party hereto.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel personnel, agents and affiliates. The Agent shall not be liable for the acts or omissions of any such agents provided that it has acted in good faith in the selection of such agents.
(e) The Agent may disclose to any other Party party to any Finance Document any information it reasonably believes it has received as agent under this Agreementany Finance Document.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are no Administrative Party is obliged to (i) do or omit to do anything if it would or might in its reasonable opinion constitute (A) a breach of any law law, rule or regulation regulation, or any decree, order, judgment of any court, or any practice, request, direction, notice, announcement or similar action (whether or not having the force of law) of any applicable government, Governmental Agency, regulatory authority, stock exchange or self-regulatory body or organisation to which such Administrative Party is subject, or (B) a breach of a fiduciary duty or duty of confidentialityconfidentiality or (ii) disclose any information that is stated to be confidential.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may is not obliged to disclose to any Finance Party any details of the any rate notified to the Agent by any Lender or the identity of any such Lender Finance Party for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)disruption) or the identity of any such Finance Party.
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 26.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Company and shall disclose the same upon the written request of the Company or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Each Finance Party any details of the rate notified agrees to deliver to the Agent by promptly upon reasonable demand any Lender form, document, or other information that may be required or reasonably requested in order to allow the identity Agent to determine whether and to what extent any payment it makes will be subject to any deduction or withholding for or on account of any Tax, duty, assessment, or governmental charge of any nature (so long as the completion, execution, or submission of such Lender for form or document would not materially prejudice the purpose legal or commercial position of paragraph (a)(ii) the Finance Party in receipt of Clause 10.2 (Market Disruptionsuch demand).
Appears in 1 contract
Samples: Facilities Agreement (Syngenta Ag)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 24.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent an Obligor (other than a Utilisation RequestRequest or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Multicurrency Term and Revolving Facilities Agreement (Seawell LTD)
Rights and discretions of the Agent. and the Security Agent
(a) The Agent may rely onand the Security Agent may:
(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii) assume that:
(A) any instructions received by it from the Majority Lenders, any Lenders or other Finance Parties or any group of Lenders or other Finance Parties are duly given in accordance with the terms of the Finance Documents;
(B) unless it has received notice of revocation, that those instructions have not been revoked; and
(iiC) in the case of the Security Agent, if it receives any statement made by instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
(iii) rely on a director, authorised signatory certificate from any person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.
(b) The Agent and the Security Agent may assume (unless it has received notice to the contrary in its capacity as agent or (as the case may be) security trustee for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless (in the case of the Agent) it has actual knowledge of a Default arising under Clause 22.1 clause 29.2 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders any group of Finance Parties has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a (in the case of the Agent) the Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Each of the Agent and the Security Agent may engage, engage and pay for the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other professional advisers or experts.
(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, each of the Agent and the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to it (and so separate from any lawyers instructed by the Lenders or any other Finance Party) if it, in its reasonable opinion, deems this to be desirable.
(e) Each of the Agent and the Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, insurance consultants, ship managers, valuers, surveyors or other expertsprofessional advisers or experts (whether obtained by it or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
(df) The Agent Agent, the Security Agent, any Receiver and any Delegate may act in relation to the Finance Documents Documents, the Transaction Security and the Security Property through its personnel officers, employees and agentsagents and shall not:
(i) be liable for any error of judgment made by any such person; or
(ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent’s, the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct.
(eg) The Unless any Finance Document expressly specifies otherwise, the Agent or the Security Agent may disclose to any other Party any information it reasonably believes it has received as agent or security trustee under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(gh) Without prejudice to the generality of paragraph (fg) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.Agent:
(hi) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).disclose; and
Appears in 1 contract
Rights and discretions of the Agent. and the Security Trustee
(a) The Agent and the Security Trustee may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify any signature on any document; and
(ii) any statement purportedly made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent and the Security Trustee may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or, as the case may be, as security trustee for the Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));; and
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Each of the Agent and the Security Trustee may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Each of the Agent and the Security Trustee may act in relation to the Finance Documents through its personnel and agents.
(e) The Each of the Agent and the Security Trustee may disclose to any other Party any information it reasonably believes it has received as agent or, as the case may be, security trustee under this AgreementAgreement or the other Finance Documents.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, the Security Trustee nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersFinance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 section 6.01 and/or 6.02 (Non-paymentFailure to pay) of Schedule 14 (Events of Default));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders Creditors has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may may:
(i) engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts; and
(ii) agree with the Auditors and the providers of any report or professional advice to any Finance Party the terms on which the benefit of such advice is obtained and conferred on the Finance Parties and bind the Finance Parties to such terms and conditions.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreementthe Finance Documents.
(f) The Agent may execute on behalf of the Finance Parties any document expressed by any Finance Document to be executed by the Agent on their behalf.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent Agent, any Mandated Lead Arranger nor the Arrangers are any Bookrunner is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Senior Subscription Agreement (TPG Advisors IV, Inc.)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent (other than a Utilisation RequestRequest or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorized; and
(ii) any statement made by a director, authorised authorized signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Borrower (other than a Utilisation RequestUtilization Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption).
Appears in 1 contract
Rights and discretions of the Agent. 26.7.1 The Agent may:
(a) The Agent may rely on:
(i) on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(b) assume that:
(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and
(ii) unless it has received notice of revocation, that those instructions have not been revoked; and
(iii) rely on a certificate from any statement made by a director, authorised signatory person:
(A) as to any matter of fact or employee of any person regarding any matters circumstance which may might reasonably be assumed expected to be within his the knowledge of that person; or
(B) to the effect that such person approves of any particular dealing, transaction, step, action or within his power to verifything, as sufficient evidence that that is the case and, in the case of (A), may assume the truth and accuracy of that certificate.
(b) 26.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the LendersLenders or security agent for the Finance Parties (as the case may be)) that:
(ia) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-paymentEvents of Default));
(iib) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iiic) any notice or request made by the Parent Borrowers (other than a Utilisation Drawdown Request) is made on behalf of and with the consent and knowledge of all the ObligorsSecurity Parties.
(c) 26.7.3 The Agent may engage, engage and pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
26.7.4 Without prejudice to the generality of Clause 26.7.3 or Clause 26.7.5, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (dand so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.
26.7.5 The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
26.7.6 The Agent may act in relation to the Finance Documents through its personnel officers, employees and agentsagents and the Agent shall not:
(a) be liable for any error of judgment made by any such person; or
(b) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the. Agent's gross negligence or wilful misconduct.
(e) The 26.7.7 Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
26.7.8 Without prejudice to the generality of Clause 26.7.7, the Agent:
(fa) may disclose; and
(b) on the written request of the Borrowers or the Majority Lenders shall, as soon as reasonably practicable, disclose, the identity of a Defaulting Lender to the Borrowers and to the other Finance Parties.
26.7.9 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.
(h) 26.7.10 The Agent may not disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 10.2.2 (Market Disruption)):
26.7.11 Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
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Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his or her knowledge or within his or her power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 clause 31.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and;
(iii) any notice or request made by the Parent Borrowers (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and
(iv) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents (unless it has received written notice that those instructions have been revoked).
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other expertsexperts in the conduct of its obligations and responsibilities under the Finance Documents.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Without prejudice to the generality of clause 35.6(e) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and shall disclose the same upon the written request of the Borrowers or the Majority Lenders.
(g) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice . The Agent and any Arranger UK-#395507908-v8 may do anything which in its opinion, is necessary or desirable to the generality comply with any law or regulation of paragraph (f) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lendersany jurisdiction.
(h) The Agent may not disclose to Notwithstanding any other provision of any Finance Party any details of the rate notified Document to the contrary, the Agent by is not obliged to expend or risk its own funds or otherwise incur any Lender financial liability in the performance of its duties, obligations or responsibilities or the identity exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 (Market Disruption)funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
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Rights and discretions of the Agent. (a) The Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.
(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 23.1 (Non-payment));
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
(iii) any notice or request made by the Parent Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
(c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
(g) Without prejudice to the generality of paragraph (fe) above, the Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent Company and shall as soon as reasonably practicable disclose the same upon the written request of the Parent Company or the Majority Lenders.
(hg) The Agent may is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of paragraph (a)(ii) of Clause 10.2 11.2 (Market Disruption).
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Samples: Facility Agreement (Midamerican Energy Holdings Co /New/)
