Common use of Rights and discretions of the Agent Clause in Contracts

Rights and discretions of the Agent. 27.6.1 The Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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. 27.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Borrower. 27.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 4 contracts

Samples: Facility Agreement (Hoegh LNG Partners LP), Facility Agreement (Hoegh LNG Partners LP), Facility Agreement (Hoegh LNG Partners LP)

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Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Borrowers (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerBorrowers and the Guarantor. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or Agent nor any Swap Bank 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.

Appears in 2 contracts

Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 23.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the a Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 2 contracts

Samples: Facilities Agreement (Luxottica Group Spa), Facilities Agreement (Luxottica Group Spa)

Rights and discretions of the Agent. 27.6.1 a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and; (bii) 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.; 27.6.2 b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request Drawdown Notice or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 Notwithstanding any other provision f) Where this Agreement specifies a minimum period of any Finance Document notice to the contrary, neither be given to the Agent, the Account BankAgent may, the Arrangerat its discretion, the Security Trustee or any Swap Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute accept a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentialityshorter notice period.

Appears in 2 contracts

Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank Mandated Lead Arrangers 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.

Appears in 2 contracts

Samples: Facility Agreement (Sanofi Synthelabo Sa), Facility Agreement (Sanofi Synthelabo Sa)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (assume, unless it has received notice to the contrary in its capacity as agent for the Lenders) , that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 26.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Senior Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Senior Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, Mandated Lead Arrangers nor the Arranger, the Security Trustee or any Swap Bank is Bookrunners are obliged to do or omit to do anything if it would or might in its their reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Appears in 2 contracts

Samples: Senior Facility Agreement (Inmarsat Holdings LTD), Senior Facility Agreement (Inmarsat Launch CO LTD)

Rights and discretions of the Agent. 27.6.1 30.6.1 The Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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. 27.6.2 30.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lendersother Finance Parties) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 clause 27.1 (Non-payment)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 30.6.3 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. 27.6.4 30.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 30.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 30.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 2 contracts

Samples: Facility Agreement (Teekay Tankers Ltd.), Facility Agreement (Teekay Tankers Ltd.)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under paragraphs (a) or (b) of Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank Agent nor 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.

Appears in 1 contract

Samples: Single Currency Term Facility Agreement (Bristol Myers Squibb Co)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The (e) Subject to Clause 24.7 (Disclosure of information), the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)

Rights and discretions of the Agent. 27.6.1 27.7.1 The Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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. 27.6.2 27.7.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 clause 23.1 (Non-payment)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower Borrowers (other than a the Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 27.7.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 27.7.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 27.7.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 27.7.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facility Agreement (Elbit Medical Imaging LTD)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (assume, unless it has received notice to the contrary in its capacity as agent for the Lenders) , that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority any group of Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facility Agreement (Solutia Inc)

Rights and discretions of the Agent. 27.6.1 The 26.6.1 Each Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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. 27.6.2 The 26.6.2 Each Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 clause 23.1.1 (Non-payment)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower (other than a an Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 The 26.6.3 Each Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 The 26.6.4 Each Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The 26.6.5 Each 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), trustee under this Agreement. 27.6.6 26.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent, the Account Bank, HUF Agent nor the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facilities Agreement (Hungarian Telephone & Cable Corp)

Rights and discretions of the Agent. 27.6.1 (a) The Agent and the Security Trustee may each rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify the signature on any document; and (bii) 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. 27.6.2 (b) The Agent and the Security Trustee may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent and the Security Trustee may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent and the Security Trustee may each act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent and the Security Trustee may each 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 Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, Agent or the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facility Agreement (Sesa Sterlite LTD)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 25.1 (NonNON-paymentPAYMENT)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or Agent nor any Swap Bank 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.

Appears in 1 contract

Samples: Secured Facilities Agreement (Grohe Holding GMBH)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Borrowers (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all both the BorrowerBorrowers and the Guarantor. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or Agent nor any Swap Bank 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.

Appears in 1 contract

Samples: Term Loan Facilities Agreement (DHT Holdings, Inc.)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a the Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all both the BorrowerBorrower and the Guarantor. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or Agent nor any Swap Bank 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.

Appears in 1 contract

Samples: Term Loan Facility Agreement (DHT Holdings, Inc.)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; andand Back to Contents (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 23.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, Arranger nor the Arranger, the Security Trustee or any Swap Bank Co-ordinator 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.

Appears in 1 contract

Samples: Multicurrency Revolving Facilities Agreement (Gallaher Group PLC)

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Rights and discretions of the Agent. 27.6.1 29.6.1 The Agent may rely on: (a) 29.6.1.1 any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 29.6.1.2 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. 27.6.2 29.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) 29.6.2.1 no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 23.1 (Non-payment)); (b) 29.6.2.2 any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) 29.6.2.3 any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 29.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 29.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 29.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 Notwithstanding 29.6.6 Without prejudice to the generality of Clause 29.6.5, 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. 29.6.7 The Agent is not obliged to disclose to any other provision Finance Party any details of the rate notified to the Agent by any Lender or the identity of any Finance Document to such Lender for the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach purposes of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.Clause 11.2.1.2 (

Appears in 1 contract

Samples: Term Loan and Multicurrency Revolving Facilities Agreement (AVG Technologies N.V.)

Rights and discretions of the Agent. 27.6.1 The Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) any statement made by a director, authorised signatory 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. 27.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-paymentFailure to pay)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the a Borrower (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the Borrowereach Guarantor. 27.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement. 27.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Validus Holdings LTD)

Rights and discretions of the Agent. 27.6.1 (a) The Agent and the Security Trustee may each rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorisedauthorised and shall have no duty to verify the signature on any document; and (bii) 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. 27.6.2 (b) The Agent and the Security Trustee may each assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 19.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent and the Security Trustee may each engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent and the Security Trustee may each act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent and the Security Trustee may each 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 Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, Agent or the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Sesa Sterlite LTD)

Rights and discretions of the Agent. 27.6.1 The 33.6.1 An Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) 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. 27.6.2 The 33.6.2 An Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 30.1 (Non-payment)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower Parent Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 The 33.6.3 An Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 The 33.6.4 An Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The 33.6.5 An Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 33.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither an Agent nor the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facilities Agreement (Shire Pharmaceuticals Group PLC)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document received from any Party to this Credit Agreement believed by it the Agent to be genuine, correct and appropriately authorised; and (bii) any statement made by a director, authorised signatory or employee of any person Party to this Credit Agreement regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 clause 11.1 (a) (Non-payment))) of this Credit Agreement; (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerSecurity Providers. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents this Credit Agreement and any related document through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Credit Agreement. 27.6.6 (f) Notwithstanding any other provision of this Credit Agreement or any Finance Document related document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Bank Agent 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 confidentialityconfidentiality provided, however, that the Agent shall promptly notify other Parties in writing.

Appears in 1 contract

Samples: Credit Agreement (Open Joint Stock Co Vimpel Communications)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 26.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Parent (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither none of the Agent, the Account Bank, Mandated Lead Arrangers or the Arranger, the Security Trustee or any Swap Bank is Co-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.

Appears in 1 contract

Samples: Facilities Agreement (Signet Jewelers LTD)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct cor rect and appropriately authorised; andand Back to Contents (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 23.1 (Non-paymentNon -payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facility Agreement (Intercontinental Hotels Group PLC /New/)

Rights and discretions of the Agent. 27.6.1 The Agent may rely on: (a) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (b) any statement made by a director, authorised signatory 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. 27.6.2 The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (a) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-paymentFailure to pay)); (b) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (c) any notice or request made by the Borrower (other than a Utilisation Request or Selection NoticeRequest) is made on behalf of and with the consent and knowledge of all the BorrowerGuarantor. 27.6.3 The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 The Agent may disclose to any other Party any information it reasonably believes it has received as agent Agent under this Agreement. 27.6.6 Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Validus Holdings LTD)

Rights and discretions of the Agent. 27.6.1 (i) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (ii) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (iii) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (iv) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (v) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (vi) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Agent nor ICICI Bank 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.

Appears in 1 contract

Samples: Facility Agreement (Sterlite Industries (India) LTD)

Rights and discretions of the Agent. 27.6.1 (a) The Agent may rely on: (ai) 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 34.1 (Required consents)) believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under paragraphs (a) or (b) of Clause 24.1 22 (Non-paymentEvents of Default)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (c) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (d) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (e) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, Agent nor the Account Bank, the Arranger, the Security Trustee or any Swap Bank 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.

Appears in 1 contract

Samples: Facilities Agreement (Cemex Sab De Cv)

Rights and discretions of the Agent. 27.6.1 (i) The Agent may rely on: (ai) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and (bii) 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. 27.6.2 (ii) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that: (ai) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 22.1 (Non-payment)); (bii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and (ciii) any notice or request made by the Borrower (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the BorrowerObligors. 27.6.3 (iii) The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. 27.6.4 (iv) The Agent may act in relation to the Finance Documents through its personnel and agents. 27.6.5 (v) The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. 27.6.6 (vi) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Account Bank, the Arranger, the Security Trustee or any Swap Agent nor ICICI Bank is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a it breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Appears in 1 contract

Samples: Facility Agreement (Sterlite Industries (India) LTD)

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