Majority Lenders’ instructions. (a) The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders. (b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised. (c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions. (d) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document.
Appears in 6 contracts
Sources: Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (DryShips Inc.), Credit Facility Agreement (DryShips Inc.)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions Each of the Majority Lenders Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) The Facility In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Facility Agreement (Rockwood Specialties Group Inc), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Trustee.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 5 contracts
Sources: Facility Agreement (InterXion Holding N.V.), Revolving Facilities Agreement (Manchester United Ltd.), Amendment and Restatement Agreement (Genesco Inc)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Agent.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 4 contracts
Sources: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.), Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Agent.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 3 contracts
Sources: Multipurpose Facilities Agreement (SunOpta Inc.), Multipurpose Facilities Agreement (SunOpta Inc.), Secured Facility Agreement (SBS Broadcasting S A)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, each of the COFACE Agent is fully protected and the Security Agent shall:
(i) exercise any right, power, authority or discretion vested in it in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it); and
(ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions Each of the Majority Lenders COFACE Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) The Facility In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the COFACE Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the COFACE Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
(f) The Security Agent may assume (unless it has received notice to the contrary in its capacity as Security Agent) that all instructions given to it by the COFACE Agent, if required to be approved by the Majority Lenders, have been so approved.
Appears in 3 contracts
Sources: Coface Facility Agreement (Globalstar, Inc.), Coface Facility Agreement (Globalstar, Inc.), Facility Agreement (Globalstar, Inc.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated indirect tax) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 3 contracts
Sources: Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.), Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.), Term Loan Facility Agreement (China Security & Surveillance Technology, Inc.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, each of the Facility Agent is fully protected and the Security Agent shall:
(i) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent or Security Agent, as the case may be); and
(ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Lenders and the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedMandated Lead Arrangers.
(c) The Each of the Facility Agent may require and the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to itsuch Security as it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) The In the absence of instructions from the Majority Lenders, (or, if appropriate, all the Lenders) each of the Facility Agent and the Security Agent may act or refrain from taking any action or from exercising any right, power or discretion vested in it as an agent under any Finance Document unless and until instructed by the Majority Lenders as to whether or not such right, power or discretion is not to be exercised and, if it is to be exercised, as to the manner in which it should be exercised.
(e) Neither the Facility Agent nor the Security Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 3 contracts
Sources: Term Loan Facility Agreement (Advanced Micro Devices Inc), Term Loan Facility Agreement (Advanced Micro Devices Inc), Term Loan Facility Agreement (Advanced Micro Devices Inc)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or security satisfactory to it, whether by way of as it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance advance) for any cost, loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Facility Agreement (Randgold Resources LTD), Facility Agreement (Randgold Resources LTD)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, each Administrative Agent is fully protected shall:
(i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as appropriate) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it in such capacity); and
(ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Each Administrative Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) an Administrative Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is Administrative Agents are not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Facility Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Facility Agreement (PT Indosat TBK), Facility Agreement (PT Indosat TBK)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Multicurrency Loan Facility and Subscription Agreement (Xstrata PLC), Multicurrency Loan Facility Agreement (Xstrata PLC)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected and the Security Trustee shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Trustee, as the case may be, in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Trustee. as the case may be) Table of Contents and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions Each of the Majority Lenders Agent and the Security Trustee may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated Indirect Tax) which it may incur in complying with the instructions.
(d) The Facility In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent and the Security Trustee may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Agent nor the Security Trustee is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against any liability or loss which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or the Security Documents.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Equinix Inc), Facility Agreement (Equinix Inc)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Agent.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.
Appears in 2 contracts
Sources: Facility Agreement (Ocean Rig UDW Inc.), Facility Agreement (DryShips Inc.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders Lenders. LD857960/50
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Facilities Agent is fully protected shall (a) exercise any right, power, authority or discretion vested in it as Facilities Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facilities Agent) and (b) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Facilities Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facilities Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Facilities Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Multicurrency Revolving Facilities Agreement (Carnival PLC), Facilities Agreement (Carnival PLC)
Majority Lenders’ instructions. (a) The Notwithstanding anything to the contrary contained in the Transaction Documents, the Parties acknowledge that where any provision in a Transaction Document refers to the Facility Agent is fully protected if being obliged to or entitled to take any specified action, exercise any discretion, make any determination, give any consent or waiver, or act in a certain way in connection with the transactions contemplated by the Transaction Documents, it acts on shall or may (as the valid case may be) take such specified action, exercise such discretion, make such determination, give any consent in accordance with the instructions or directions of the Majority Lenders or all Lenders (as the case may be) and in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. doing so shall be deemed to have acted reasonably.
(b) Any such instructions given by the Majority Lenders will or the Lenders shall be in writing and any instructions by the Majority Lenders on matters which do not require the consent or instructions of all the Lenders as specified in this Agreement shall be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders or the Lenders (or, if appropriate, as the Lenderscase may be) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders the Facility Agent shall not be obliged to take action.
(e) The Facility Agent is not authorised to act on behalf of a Lender Finance Party (without first obtaining that Lender’s the relevant Finance Party's consent) in any legal or arbitration proceedings in connection with relating to any Finance Transaction Document.
Appears in 2 contracts
Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Loan Facility Agreement (Falconbridge LTD), Loan Facility Agreement (Falconbridge LTD)
Majority Lenders’ instructions. (ai) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(ii) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the LendersParties.
(biii) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated GST) which it may incur in complying with the instructions.
(div) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(v) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Facility Agreement (Sterlite Industries (India) LTD), Facility Agreement (Sterlite Industries (India) LTD)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected and the Security Agent shall:
(i) act in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be)); and
(ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions Each of the Majority Lenders Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) The Facility In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Misys PLC), Multicurrency Revolving Credit Facility Agreement (Misys PLC)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement (PT Indosat TBK)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Trustee.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.
Appears in 1 contract
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) In the absence of instructions from any/all of the Lenders within fourteen (14) days following a request from the Borrower for consent pursuant to Clause 20.8(b), the Agent shall deem the relevant Lender(s) to have granted their consent to such request.
(f) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Term Facility Agreement (Sterlite Industries (India) LTD)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated goods and service tax) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement (Chartered Semiconductor Manufacturing LTD)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement (Solutia Inc)
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected and the Security Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent or Security Agent (as the case may be) in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent or Security Agent, as the case may be) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions Each of the Majority Lenders Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated Indirect Tax) which it may incur in complying with the instructions.
(d) The Facility In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), each of the Agent and the Security Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Agent nor the Security Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Facility Agreement (China Shandong Industries, Inc.)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Loan Agreement (Intercontinental Hotels Group PLC /New/)
Majority Lenders’ instructions. (a) The Facility Agent Each Administrative Party is fully protected if it acts on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent an Administrative Party may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent Each Administrative Party may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and Each Administrative Party may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructionsinstructions and until it has received the prior written consent of UKEF, if such consent is required in accordance with the UKEF Guarantee.
(d) The Facility Agent No Administrative Party is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document, unless the legal or arbitration proceedings relate to:
(i) the perfection, preservation or protection of rights under any Trustee Document; or
(ii) the enforcement of any Trustee Document.
(e) Each Administrative Party may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders.
Appears in 1 contract
Majority Lenders’ instructions. (a) The Facility Unless a contrary indication appears in a Finance Document, the Agent is fully protected shall:
(i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent); and
(ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedSecurity Trustee.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with relating to any Finance Document. This clause 29.7(e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or the Transaction Security Documents.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any - 84 - act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In Finance Parties other than the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedTrustee.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated VAT) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Facilities Agreement (Abb LTD)
Majority Lenders’ instructions. (a) The Facility Agent is fully protected if it acts (or refrains from acting, where so instructed) on the valid instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act (or refrain from acting acting) as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions.
(d) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings in connection with any Finance Document.
Appears in 1 contract
Majority Lenders’ instructions. (a) The Unless a contrary indication appears in a Finance Document, the Facility Agent is fully protected shall (i) exercise any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent) and (ii) not be liable for any act (or omission) if it acts on the valid instructions (or refrains from taking any action) in accordance with an instruction of the Majority Lenders Lenders.
(b) Unless a contrary indication appears in the exercise of a Finance Document, any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretion, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
(b) The Facility Agent may assume that unless it has received notice to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercisedParties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (d) below until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated Indirect Tax) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Finance Document.
Appears in 1 contract
Sources: Senior Facilities Agreement (Net 1 Ueps Technologies Inc)
Majority Lenders’ instructions. (a) The Facility Agent is fully protected if it acts on the valid instructions of the Majority Lenders Unless a contrary indication appears in the exercise of any right, power or discretion or any matter not expressly provided for in the an Expanded Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, unless the Finance Documents expressly provide that the Facility Agent acts on the instructions of the Majority Lenders or all of the Lenders in exercising the relevant right, power or discretionDocument, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.
shall (bi) The Facility Agent may assume that unless it has received notice to the contrary, exercise any right, power, authority or discretion vested in it as Agent in accordance with any Party or instructions given to it by the Majority Lenders has for that Facility (or, if so instructed by the Majority Lenders for that Facility, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not been exercisedbe liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders for a Facility will in respect of that Facility be binding on all the Finance Parties.
(c) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders and may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) or under paragraph (f) below until it has received such security satisfactory to itas it may require for any cost, whether by way of payment in advance loss or otherwise, against liability (together with any liability or loss associated Indirect Tax) which it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s 's consent) in any legal or arbitration proceedings in connection with relating to any Expanded Finance Document.
Appears in 1 contract