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. The 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 Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Agent to liability (unless the 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 Collateral 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 Collateral Agent’s opinion, (i) is contrary to law or the provisions of any Collateral Document, (ii) may expose the Collateral Agent to liability (unless the Collateral 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. The Collateral Agent may refuse to act on any notice, consent, direction or instruction from either Agent or any agent, trustee or similar representative thereof that, in the Collateral Agent’s opinion, (i) is contrary to law or the provisions of any Security Document, (ii) may expose the Collateral Agent to liability (unless the Collateral Agent shall have been indemnified, to its reasonable satisfaction, for such liability by the Lender), or (iii) is unduly prejudicial to the Agent or Lenders not joining in such notice, consent, direction or instruction.
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 notices and actions expressly required of an Agent hereunder, such Agent shall in all cases be fully justified in failing or refusing to act unless (a) it is indemnified to its reasonable satisfaction by the Lenders and the Certificate Purchasers 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 such Agent's gross negligence or willful misconduct, it being understood that no action taken by such Agent in accordance with the instructions of the Required Entities shall be deemed to constitute gross negligence or willful misconduct on its part) and (b) it is reasonably satisfied that such action is not contrary to Participation Agreement any Operative Document or to any Applicable Law and (c) it has received written instructions that comply with the express terms and conditions of this Participation Agreement or another Operative Document.
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 by 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 Rent Assignees, 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
Refusal to Act. Nothing in this Agreement obliges the Bank to enter into any transaction with the Client, and the Bank may refuse to enter into any transaction or otherwise act on any instruction, or act only partially in respect of an instruction without giving any reason. The Bank shall be entitled in its absolute discretion to refuse to comply with any instruction which in its opinion is unclear or ambiguous or which would or might cause the Bank to contravene any Applicable Laws. The Bank shall not incur any liability to the Client as a result of the foregoing. Where the Client comprises more than one person and conflicting instructions are given by the persons comprising the Client, the Bank shall be entitled to either act on the earlier of such instructions received by the Bank or to refuse to act on either instruction.
