Action by the Agent Sample Clauses
The "Action by the Agent" clause defines the authority and responsibilities granted to an agent to act on behalf of another party, typically the principal. This clause outlines the specific actions the agent is permitted to take, such as entering into contracts, making decisions, or managing assets, and may set limits or require certain approvals for particular activities. Its core practical function is to clearly delineate the scope of the agent's powers, thereby preventing misunderstandings and ensuring that all parties are aware of the agent's legal capacity to act within the agreed parameters.
Action by the Agent. Except as otherwise expressly provided under this Agreement or in any other of the Loan Documents, Agent will take such action, assert such rights and pursue such remedies under this Agreement and the other Loan Documents as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder shall direct. Except as otherwise expressly provided in any of the Loan Documents, Agent will not (and will not be obligated to) take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents in violation or contravention of any express direction or instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. Agent may refuse (and will not be obligated) to take any action, assert any rights or pursue any remedies under this Agreement or any of the other Loan Documents without the express written direction and instruction of the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder. In the event Agent fails, within a commercially reasonable time, to take such action, assert such rights, or pursue such remedies as the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, direct, the Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder, shall have the right to take such action, to assert such rights, or pursue such remedies on behalf of all of the Lenders unless the terms hereof otherwise require the consent of all the Lenders to the taking of such actions. All notices and other material information required to be delivered by Borrowers to Agent hereunder shall be delivered within a reasonable time (and in any event not more than five (5) days) after Agent's receipt of same by Agent to each Lender. No Lender (other than the Agent, acting in its capacity as Agent) shall be entitled to take any enforcement action of any kind under any of the Loan Documents, except as expressly provided in this Agreement. Action that may be taken by Requisite Lenders or all of the Lenders, as the case may be as provided for hereunder may be taken pursuant to a vote at a meeting (which may be held by telephone conference call) of all of the Lenders, or pursuant to the written consent of such Lenders.
Action by the Agent. (a) The Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement or any other Loan Document, unless the Agent shall have been instructed by the Majority Banks (or, where expressly required, all the Banks) to exercise or refrain from exercising such rights or to take or refrain from taking such action; provided that the Agent shall not exercise any rights under Section 8.2(a) of this Agreement without the request of the Majority Banks (or, where expressly required, all the Banks) unless time is of the essence. The Agent shall incur no liability to the Banks under or in respect of this Agreement with respect to anything which it may do or refrain from doing in the reasonable exercise of its judgment or which may seem to it to be necessary or desirable in the circumstances, except for its gross negligence or wilful misconduct as determined by a final, non-appealable judicial order of a court of competent jurisdiction.
(b) The Agent shall not be liable to the Banks or to any Bank or the Borrower or any of its Subsidiaries in acting or refraining from acting under this Agreement or any other Loan Document in accordance with the instructions of the Majority Banks (or, where expressly required, all the Banks), and any action taken or failure to act pursuant to such instructions shall be binding on all Banks. The Agent shall not be obligated to take any action which is contrary to Applicable Law or which would in the Agent's reasonable opinion subject the Agent to liability.
Action by the Agent. Notwithstanding the Consent, the Agent may take any action deemed appropriate pursuant to Clause 19.17 (Acceleration and Cancellation) of the Credit Agreement and/or under any Finance Document upon (or at anytime after):
4.1 the occurrence of any Event of Default under Clause 19.6 (Cross Default) (but only whilst such Event of Default is continuing) other than where such Event of Default is in respect of any holder, holders, creditor or creditors becoming entitled (by reason of default) to declare any Specified Financial Indebtedness due and payable prior to its specified maturity by reason of a default arising solely (directly or indirectly) as a result of any of the Proposed Steps and such Specified Financial Indebtedness is not declared to be or does not otherwise become due and payable prior to its specified maturity. For the avoidance of doubt, the Agent, on behalf of the Banks, hereby acknowledges that no Event of Default will occur under Clause 19.6 (Cross Default) or Clause 19.7.1 (Insolvency and Rescheduling) in respect of Specified Financial Indebtedness arising under the NTL CC Notes not being paid when due and payable until such time as the NTL CC Noteholders (or any of them) are entitled, under the terms and conditions of the NTL CC Notes, to declare any Specified Financial Indebtedness representing principal in respect of the NTL CC Notes due and payable prior to its specified maturity date; or
4.2 any of the Parent, the Intermediate Parent, the Borrower or any Guarantor failing to duly perform or comply with any obligation expressed to be assumed by it hereunder unless such failure relates to the obligation at paragraph 5.3 below and such failure is remedied within two Business Days or such failure relates to the obligations at paragraph 5.4 or 5.5 below and such failure is remedied within 7 Business Days.
Action by the Agent. If the Grantor at any time fails to perform or observe any of the foregoing agreements, the Agent shall have (and the Grantor hereby grants to the Agent) the right, power and authority (but not the duty) to perform or observe such agreement on behalf and in the name, place and stead of the Grantor (or, at the Agent’s option, in the Agent’s name) and to take any and all other actions which the Agent may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of Liens, the procurement and maintenance of insurance, the execution of assignments, security agreements and Financing Statements, and the indorsement of instruments); and the Grantor shall thereupon pay to the Agent on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Agent in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Agent, together with interest thereon from the date expended or incurred at the highest lawful rate then applicable to any of the Obligations, and all such monies expended, costs and expenses and interest thereon shall be part of the Obligations secured by the Security Interest.
Action by the Agent. So long as the Agent shall be entitled, pursuant to Section 11.09, to assume that no Default or Event of Default shall have occurred and be continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by this Agreement, or with respect to anything it may do or refrain from doing which may seem to it to be necessary or desirable.
Action by the Agent. So long as the Agent shall be entitled, pursuant to Section 10.06 hereof, to assume that no Default or Event of Default has occurred and is continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that they may be able to take under or in respect of, this Agreement. The Agent shall not incur liability under or in respect of this Agreement by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable under the circumstances.
Action by the Agent. 4.1 Notwithstanding the Consent, the Agent may take any action in respect of a Relevant Event of Default deemed appropriate pursuant to Clause 23.19 (Acceleration and Cancellation) of the Credit Agreement and/or under any Finance Document upon (or at anytime after and whilst such failure is continuing) any of the Parent, the Shareholder, any Borrower or any Guarantor failing to duly perform or comply with any obligation expressed to be assumed by it hereunder unless such failure relates to the obligation at paragraph 5.3 below and such failure is remedied within two Business Days or such failure relates to the obligations at paragraphs 5.4, 5.5 or 5.9 below and such failure is remedied within 7 Business Days.
Action by the Agent. So long as the Agent shall be entitled, pursuant to Section 8.6 hereof, to assume that no Default or Event of Default has occurred and is continuing, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement, the Loan Documents, or any of them, provided that, as between the Agent and the Lenders only, after an Event of Default, the Agent (A) shall each be entitled to exercise any rights or remedies granted to it hereunder, or otherwise available to it at law or in equity unless directed otherwise in writing by the Majority Lenders (or all of the Lenders if otherwise required under Section 9.1 hereof) and (B) upon the direction of the Majority Lenders (or all of the Lenders if otherwise required under Section 9.1 hereof), shall exercise such rights and remedies as so directed. The Agent shall not incur liability under or in respect of this Agreement by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable under the circumstances.
Action by the Agent. Notwithstanding the Consent, the Agent may take any action in respect of a Relevant Event of Default deemed appropriate pursuant to Clause 19.17 (Acceleration and Cancellation) of the Credit Agreement and/or under any Finance Document upon (or at anytime after and whilst such failure is continuing) any of the NTL Parties failing to duly perform or comply with any obligation expressed to be assumed by it hereunder unless such failure relates to the obligation at paragraph 5.3 below and such failure is remedied within two Business Days or such failure relates to the obligations at paragraph 5.4, 5.5 or 5.8 below and such failure is remedied within 7 Business Days.
Action by the Agent. Except with respect to the exercise of setoff rights of any Lender or with respect to a Lender’s right to file a proof of claim in any proceeding under any Debtor Relief Law, no Lender (other than the Administrative Agent) shall have any right individually to realize upon any of the Collateral or enforce any Guarantee of the Obligations provided under the Loan Documents, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent, in each case, on behalf of the Lenders in accordance with the terms thereof.