Common use of Delegation of Duties; Reliance Clause in Contracts

Delegation of Duties; Reliance. The Administrative Agent may exercise any of its duties under the Loan Papers by or through its officers, directors, employees, attorneys, or agents (collectively, "Representatives"), and the Administrative Agent and its Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent, (b) be entitled to deem and treat each Lender as the owner and holder of its pro rata part of the Obligation for all purposes until, subject to Section 9.20, written notice of the assignment or transfer thereof shall have been given to and received by the Administrative Agent (and, any request, authorization, consent, or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender's pro rata part of the Obligation or Participant therein), and (c) not be deemed to have notice of the occurrence of an Event of Default unless an officer of the Administrative Agent has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Centurytel Inc), Agreement (Centurytel Inc)

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Delegation of Duties; Reliance. The Administrative Each Agent may exercise any of its duties under the Loan Papers by or through its officers, directors, employees, attorneys, or agents (collectively, "Representatives"), and the Administrative each Agent and its Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative such Agent, (b) be entitled to deem and treat each Lender as the owner and holder of its pro rata part of the Obligation for all purposes until, subject to Section 9.20, written notice of the assignment or transfer thereof shall have been given to and received by the Administrative such Agent (and, any request, authorization, consent, or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender's pro rata part of the Obligation or Participant therein), and (c) not be deemed to have notice of the occurrence of an Event of Default unless an officer of the Administrative such Agent has actual knowledge thereof or the Administrative such Agent has been notified thereof by a Lender or the Borrower.

Appears in 1 contract

Samples: Agreement (Century Telephone Enterprises Inc)

Delegation of Duties; Reliance. The Administrative Each Agent may exercise any of its duties under the Loan Papers by or through its officers, directors, employees, attorneys, or agents (collectively, "Representatives"), and the Administrative each Agent and its Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram telegram, telex or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative such Agent, (b) be entitled to deem and treat each Lender Bank as the owner and holder of its pro rata part of the Obligation for all purposes until, subject to Section 9.20, written notice of the assignment or transfer thereof shall have been given to and received by the Administrative such Agent (and, any request, authorization, consent, or approval of any Lender Bank shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender's pro rata part of the Obligation or Participant therein), and (c) not be deemed to have notice of the occurrence of an Event of Default unless an officer of the Administrative such Agent has actual knowledge thereof or the Administrative such Agent has been notified thereof by a Lender Bank or the Borrower.

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Century Telephone Enterprises Inc)

Delegation of Duties; Reliance. The Administrative Agent may perform any of its duties or exercise any of its duties Rights under the Loan Papers by or through its officers, directors, employees, attorneys, or agents (collectively, "Representatives"), and the . Administrative Agent and its Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram telegram, telex or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative Agent, (b) be entitled to deem and treat each Lender as the owner and holder of its pro rata part of the Obligation Principal Debt owed to such Lender for all purposes until, subject to Section 9.20SECTION 11.14, written notice of the assignment or transfer thereof shall have been given to and received by the Administrative Agent (and, and any request, authorization, consent, or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of the Principal Debt owed to such Lender's pro rata part of the Obligation Lender or Participant thereinportion thereof until such notice is given and received), and (c) not be deemed to have notice of the occurrence of an Event of a Default unless an a responsible officer of Administrative Agent, who handles matters associated with the Administrative Agent Loan Papers and transactions thereunder, has actual knowledge thereof or the Administrative Agent has been notified thereof by a Lender or the Borrower., and (d) be entitled to consult with legal counsel (including counsel for Borrower), independent accountants and other experts selected

Appears in 1 contract

Samples: Credit Agreement (Worldcom Inc /Ga/)

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Delegation of Duties; Reliance. The Each of the Administrative Agent and the Arranger may exercise any of its duties under the Loan Papers by or through its officers, directors, employees, attorneys, or agents (collectively, "Representatives"), and the Administrative Agent Agent, the Arranger and its their respective Representatives shall (a) be entitled to rely upon (and shall be protected in relying upon) any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telecopy, telegram or teletype message, statement, order, or other documents or conversation believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Administrative AgentAgent or the Arranger, as applicable, (b) be entitled to deem and treat each Lender as the owner and holder of its pro rata part of the Obligation for all purposes until, subject to Section 9.20, written notice of the assignment or transfer thereof shall have been given to and received by the Administrative Agent Arranger (and, any request, authorization, consent, or approval of any Lender shall be conclusive and binding on each subsequent holder, assignee, or transferee of such Lender's pro rata part of the Obligation or Participant therein), and (c) not be deemed to have notice of the occurrence of an Event of Default unless an officer of the Administrative Agent or the Arranger, as applicable has actual knowledge thereof or the Administrative Agent or the Arranger, as applicable has been notified thereof by a Lender or the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Centurytel Inc)

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