Common use of Refusal to Act Clause in Contracts

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.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Harbinger Group Inc.), Collateral Trust Agreement (Harbinger Group Inc.)

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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 's opinion, (i) is contrary to law or the provisions of any Collateral 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 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.

Appears in 2 contracts

Samples: Pledge Agreement (Nortel Networks LTD), Pledge Agreement (Nortel Networks Corp)

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 's opinion, (iiv) is contrary to law or the provisions of any Collateral Document, (iiv) 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 (iiivi) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

Appears in 1 contract

Samples: Security Agreement (McDermott International Inc)

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 agent or similar representative thereof that, in the Collateral Agent’s opinion, (i) is i)is contrary to law or the provisions of this Agreement or any Collateral other Note Document, (ii) may ii)may expose the Collateral Agent to liability liability, financial or otherwise (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), (iii) contrary to any law or regulation or (iiiiv) is unduly prejudicial to Secured Parties not joining in such notice, consent, direction or instruction.

Appears in 1 contract

Samples: Security Agreement (Protalix BioTherapeutics, Inc.)

Refusal to Act. The Collateral Agent Trustee 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 AgentTrustee’s opinion, (i) is contrary to law or the provisions of any Collateral Security Document, (ii) may expose the Collateral Agent Trustee to liability (unless the Collateral Agent Trustee 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.

Appears in 1 contract

Samples: Security Agreement (E Trade Financial Corp)

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 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 Secured Parties (other than the Collateral Agent or Trustee) 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.

Appears in 1 contract

Samples: Notes Security Agreement (Tower Automotive, LLC)

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 good faith opinion, (i) is contrary to law or the provisions of any Collateral 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 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.

Appears in 1 contract

Samples: Security Agreement (Windstream Services, LLC)

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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 reasonable opinion, (i) is contrary to law or the provisions of any Collateral 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 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.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (GT Solar International, Inc.)

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 's opinion, (i) is contrary to law or the provisions of the Indenture or any Collateral Pledge 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.

Appears in 1 contract

Samples: Pledge Agreement (McDermott International Inc)

Refusal to Act. The Collateral Agent may refuse to act on any notice, consent, direction or instruction from any Secured Parties Creditor 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 DocumentSecured Debt Agreement, (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 Creditors that gave such notice, consent, direction or instruction) or (iii) is unduly prejudicial to Secured Parties Creditors not joining in such notice, consent, direction or instruction.

Appears in 1 contract

Samples: First Lien Security Agreement (Walter Investment Management Corp)

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