Actions of Agent Clause Samples

Actions of Agent. Any Letter of Credit may, in the discretion of the Agent or its correspondents, be interpreted by them (to the extent not inconsistent with such Letter of Credit) in accordance with the Uniform Customs and Practice for Documentary Credits of the International chamber of Commerce, as adopted or amended from time to time, or any other rules, regulations and customs prevailing at the place where any Letter of Credit is available or the drafts are drawn or negotiated. The Agent and its correspondents may in good faith accept and act upon the name, signature, or act of any party purporting to be the executor, administrator, receiver, trustee in bankruptcy, or other legal representative of any party designated in any Letter of Credit in the place of the name, signature, or act of such party.

Actions of Agent. If an Event of Default shall have occurred and be continuing hereunder, the Agent shall, at the direction of the Controlling Party, do one of the following: (a) declare the entire unpaid principal amount of the Loan, all interest accrued and unpaid thereon and all other amounts payable under this Loan Agreement and the other Loan Documents to become immediately due and payable; (b) either on its own or through an agent, take possession of and sell the Collateral pursuant to Section 9.15, provided, however, that neither the Agent nor any collateral agent may sell or otherwise liquidate the Collateral unless either (i) the proceeds of such sale or liquidation are sufficient to discharge in full the amounts then due and unpaid upon the Loan for principal and accrued interest and the fees and all other amounts required to be paid pursuant to the Priority of Payments, as applicable, or (ii) so long as the Guarantee Issuance Agreement remains in effect and the Guarantor has made all required payments pursuant to the Guarantee Issuance Agreement, the Guarantor consents thereto; (c) institute Proceedings for collection of amounts due on the Loan or under this Loan Agreement by automatic acceleration or otherwise, or if no such acceleration or collection efforts have been made, or if such acceleration or collection efforts have been made, but have been annulled or rescinded, the Agent may elect to take possession of the Collateral and collect or cause the collection of the proceeds thereof and apply such proceeds in accordance with the applicable provisions of this Loan Agreement; (d) enforce any judgment obtained and collect any amounts adjudged from the Borrower; (e) institute any Proceedings for the complete or partial foreclosure of the Lien created by the Agreement with respect to the Collateral; and (f) protect the rights of the Agent and the Lender by taking any appropriate action including exercising any remedy of a secured party under the UCC or any other Applicable Law. Notwithstanding the foregoing, upon the occurrence of an Event of Default of the type described in clause (c) of the definition thereof, the Outstanding Loan Balance, all interest accrued and unpaid thereon and all other amounts payable under the Agreement and the other Loan Documents shall automatically become immediately due and payable.

Actions of Agent. The Applicant certifies that, should its agent change during the term of this agreement, all terms and conditions of this agreement bind the Applicant regardless of any change in its agent, and that the Applicant is responsible for the acts or omissions of any designated agent.

Actions of Agent. Consultant will not act on behalf of Owner or represent or hold itself out to other Persons as having the authority to act on behalf of Owner.

Actions of Agent. A decision, act, consent or instruction of the Agent shall constitute a decision of all Unitholders and shall be final, binding and conclusive upon each such Unitholder, and the Escrow Agent, the Purchaser, Merger Sub and the Surviving Company may rely upon any decision, act, consent or instruction of the Agent as being the decision, act, consent or instruction of each and every such Unitholder. The Escrow Agent, the Purchaser, Merger Sub and the Surviving Company are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Agent. The Unitholders acknowledge that the Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.

Actions of Agent. A decision, act, consent or instruction of Agent shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Escrow Agent, Purchaser and Company may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Shareholder. The Escrow Agent, Purchaser and Company are hereby irrevocably relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. The Shareholders acknowledge that Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties.

Actions of Agent. Each Shareholder agrees that Buyer shall be entitled to rely on any action taken by Agent, on behalf of the Shareholders pursuant to Section 9.1 above (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Shareholder as fully as if such Person had taken such Authorized Action.

Actions of Agent. 21 2.19 Indemnity as to Letters of Credit....................... 21 2.20 Letter of Credit Fees................................... 22

Actions of Agent. (a) EFG and Banyan acknowledge and agree that the Escrow Agent (i) shall not be responsible for any of the agreements referred to herein, including the Exchange Agreement, but shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement; (ii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability unless it shall have been furnished with acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iv) may consult counsel satisfactory to it, including house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. (b) Neither the Escrow Agent nor any of its directors, officers or employees shall be liable to anyone for any action taken or omitted to be taken by it or any of its directors, officers of employees hereunder except in the case of gross negligence or willful misconduct. EFG and Banyan jointly and severally, covenant and agree to indemnify the Escrow Agent and hold it harmless without limitation from and against any loss, liability or expense of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, including but not limited to legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense shall be caused by the Escrow Agent's willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. (c) EFG and Banyan, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrow Funds under this Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on ...