Discretion to Act Sample Clauses
The "Discretion to Act" clause grants a party the authority to make decisions or take actions based on their own judgment within the scope of the agreement. In practice, this means that the party is not strictly bound to follow a predetermined course and can choose how to proceed in certain situations, such as approving requests, waiving requirements, or determining compliance. This clause is essential for providing flexibility, allowing the designated party to respond to unforeseen circumstances or exercise judgment without breaching the contract.
Discretion to Act. Agent shall have the right to request instructions from Requisite Lenders by notice to each Lender. If Agent shall request instructions from Requisite Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any Related Agreement, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from Requisite Lenders, and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any Related Agreement in accordance with the instructions of Requisite Lenders. Agent may give any notice required under SECTION 6 hereof without the consent of any of Lenders unless otherwise directed by Requisite Lenders in writing and will, at the direction of Requisite Lenders, give any such notice required under SECTION 6. Except for any obligation expressly set forth in this Agreement or the Related Agreements, Agent may, but shall not be required to, exercise its discretion to act or not act, except that Agent shall be required to act or not act upon the instructions of Requisite Lenders (unless all of Lenders are required to provide such instructions as provided in SECTION 11.6) and those instructions shall be binding upon Agent and all Lenders; provided, that Agent shall not be required to act or not act if to do so would, in Agent's opinion, expose Agent to liability or would be contrary to this Agreement or any Related Agreements or to applicable law.
Discretion to Act. Except for any obligation expressly set forth in the Loan Documents and as long as Agent may assume that Default or Event of Default has occurred and is continuing, Agent may, but shall not be required to, exercise its discretion to act or not act, except that Agent shall be required to act or not act upon the instructions of the Required Banks (or of all Banks in any circumstances governed by the provisions of Section 11.1 of this Agreement) and those instructions shall be binding upon Agent, all Banks, and all holders of the Notes; provided, that Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to Applicable Law.
Discretion to Act. Except for any obligation expressly set forth in this Agreement or any of the other Financing Agreements the Agent may, but shall not be required to, exercise its discretion to act or not act, except that, subject to the Agent's right to indemnity if requested by the Agent pursuant to Section 11.5, the Agent shall be required to act or not act upon the instructions of all of the Lenders and those instructions shall be binding upon Agent, provided that Agent shall not be required to act or not act if to do so would expose Agent to liability, would be inconsistent with the Agent's practice in similar situations when acting solely for its own account, or would be contrary to this Agreement, any of the other Financing Agreements or to applicable law.
Discretion to Act. Except for any obligation expressly set forth in this Agreement or any of the other Financing Agreements Agent may, but shall not be required to, exercise its discretion to act or not act, except that Agent shall be required to act or not act upon the instructions of all of the Lenders and those instructions shall be binding upon Agent; provided, Agent shall not be required to act or not act if to do so would expose Agent to liability, would be inconsistent with the Agent's practice in similar situations when acting solely for its 72 79 own account, or would be contrary to this Agreement, any of the other Financing Agreements or to applicable law.
Discretion to Act. Whenever in this Agreement a Covered Person is permitted or required to make a decision in its “discretion” or under a grant of similar authority or latitude, the Covered Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Company or any other Person, or in its “good faith” or under another express standard, the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law.
Discretion to Act. Each Agent shall have the right to request instructions from the Required Lenders by notice to each Lender. If such Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any other Loan Document, such Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received instructions from the