Refusal to Act Sample Clauses

Refusal to Act. The Administrative Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties or any agent, trustee or similar representative thereof that, in the Administrative Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Administrative Agent to liability (unless the Administrative Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Secured Parties that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.
Refusal to Act. Except for notices and actions expressly required of Agent hereunder and except for the performance of its covenants in Section 18.5, Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by Lessor against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action; provided that such indemnity shall not be required to extend to liability or expense arising from any matter described in clauses (a) through (d) of Section 20.4, it being understood that no action taken by Agent in accordance with the instructions of Lessor shall be deemed to constitute any such matter and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Law and Regulations.
Refusal to Act. The Customer agrees that the Bank may, at any time and at its discretion, without giving any reason, refuse to act on any Fax Instruction, including without limitation, where: (a) the signature signed or seal/chop affixed on the Fax Instructions or on any copies of any faxed document is obscure or otherwise difficult to verify, (b) the Bank considers that there are suspicious materials contained in any Fax Instruction, (c) the transaction is of a type that may only be made by way of original documents, or (d) the contemplated transaction requires the Customer to appear in person. The Bank may (but shall not be obliged to) use reasonable endeavors to notify the Customer as soon as reasonably practicable of its refusal to act on such Fax Instruction, but the Bank will not in any way be responsible for any loss howsoever incurred whether (directly or indirectly) by the Customer or any person arising from the Bank’s refusal to act in accordance with the Fax Instruction, notwithstanding that the Customer may not have been informed of such refusal.
Refusal to Act. If the Escrow Agent in good faith is in doubt regarding any action that it should take under this Agreement, the Escrow Agent, in its discretion, may decline to take any action while it remains in doubt. In doing so, the Escrow Agent shall not be or become liable in any way to any Party, or any other person, and may continue to decline to take any action until the earlier of being ordered by a court of competent jurisdiction or being directed by the joint written direction of Fenix and the Vendor.
Refusal to Act. Except for action expressly required of the Administrative Agent hereunder, the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder unless it shall be indemnified to its reasonable satisfaction by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action (other than liability for its own gross negligence or willful misconduct). In all cases in which this Agreement does not require the Administrative Agent to take certain actions, the Administrative Agent shall be fully justified in using its discretion in failing to take or in taking any action hereunder.
Refusal to Act. The Collateral Agent may refuse to take action on any notice, consent, direction, or instruction from the Company or the Secured Party that, in the Collateral Agent’s opinion, (a) is contrary to law or the provisions of the Note or this Agreement or (b) may expose the Collateral Agent to liability (unless the Collateral Agent shall have been indemnified, to its satisfaction, for such liability by the party requesting the Collateral Agent to take such action).
Refusal to Act. ​ Except for notices and actions expressly required of each of the Agents hereunder and except for the performance of expressed obligations under the Operative Documents as the Administrative Agent or the Collateral Agent, each of the Agents shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by the Participants or the Lessor, as applicable, against any and all liability and reasonable expense which may be incurred by it by reason of taking or continuing to take any such action (provided that such indemnity shall be subject to each of the limitations set forth in Section 8.4, including clauses (a) through (d) of Section 8.4, it being understood that no action taken by the Administrative Agent or the Collateral Agent in accordance with the instructions of the Required Participants (in the case of the Administrative Agent) or of the Lessor (in the case of the Collateral Agent) shall be deemed to constitute any such matter) and (b) it is reasonably satisfied that such action is not contrary to any Operative Document or to any Applicable Laws and Regulations.
Refusal to Act. The Escrow Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Escrow Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the other parties to this Agreement, provided (i) that the Escrow Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.
Refusal to Act. The Agent may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.
Refusal to Act. (a) The Escrow Agent shall not be obliged to make any payment under any Transfer Instruction or otherwise to act on any request or instruction notified to it under this Agreement: