Concerning the Agent Clause Samples
The "Concerning the Agent" clause defines the rights, responsibilities, and authority of an agent acting on behalf of another party, typically a principal, within a contractual relationship. This clause may specify the scope of the agent’s powers, outline any limitations or obligations, and clarify the agent’s duties such as acting in good faith or avoiding conflicts of interest. Its core practical function is to ensure both parties understand the agent’s role and to prevent disputes by clearly delineating the agent’s authority and responsibilities.
Concerning the Agent. (i) The Agent has been appointed as administrative agent and collateral agent pursuant to the Credit Agreement. The actions of the Agent hereunder are subject to the provisions of the Credit Agreement. The Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including, without limitation, the release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Agent acted with gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact. The Agent may resign and a successor Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Agent by a successor Agent, that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent under this Agreement, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Agent.
(ii) The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Agent nor any of the other Credit Parties shall have responsibility for, without limitation (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Agent or any other Credit Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Collateral.
(iii) The Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone...
Concerning the Agent. The provisions of Article VIII of the Credit Agreement shall inure to the benefit of the Agent in respect of this Security Agreement and shall be binding upon the parties to the Credit Agreement in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Agent in its capacity as Agent hereunder:
(a) The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral) the Agent shall act or refrain from acting in accordance with written instructions from the Majority Banks or, in the absence of such instructions, in accordance with its discretion.
(b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interests granted hereby in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Security Agreement by the Grantors.
Concerning the Agent. The provisions of Article 7 of each Credit Agreement shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the Secured Parties in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth:
Concerning the Agent. (A) The Agent is authorized to take all such action as is provided to be taken by it as the Agent hereunder and all other action reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Collateral) the Agent shall act or refrain from acting in accordance with written instructions from the Lenders or, in the absence of such instructions, in accordance with its discretion.
(B) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by Borrower.
Concerning the Agent. The provisions of Section 10.05 and Article XI of the Credit Agreement shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the parties to the Credit Agreement in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth:
Concerning the Agent. 9.1 Agent shall administer the securities lending program in conformity with the applicable laws governing each Loan and all rules, regulations and exemptions from time to time promulgated and issued under the authority of those laws. Nothing in this Agreement shall be construed to require Agent to take any action which in Agent’s reasonable belief could cause Agent or a Lending Fund to violate any applicable law. In the event of a change in the securities lending program required in order to comply with a change in applicable laws, rules, regulations or exemptions, Agent shall notify the Company and such change shall be deemed to be a part of this Agreement.
9.2 Agent shall not be responsible for delays or failures in performance caused by circumstances reasonably beyond Agent’s control, including but not limited to fires, storms, earthquakes and other similar occurrences, power outages, work stoppages, closure or malfunctioning of central banks, securities exchanges, or depositories, defaults by subcustodians chosen by Agent in the exercise of reasonable care, political disturbances, acts of terrorism and breakdowns in governmental functions of all types.
9.3 Agent may at its discretion, but shall not be required to, make loans or advances to a Lending Fund in order to provide temporary liquidity to such Lending Fund as a result of a Collateral default or otherwise. All such loans or advances shall bear interest at the Treasury Rate until paid if permitted under applicable statutes, regulations, exemptions and SEC opinions. Agent may also advance funds to a Lending Fund for the payment of Rebate Fees or other amounts due to a Borrower, or for the payment of Substitute Payments, Net Revenues or any other amounts due from the Borrower to the Lending Fund hereunder. Any advance to a Lending Fund of amounts due from a Borrower shall be conditional upon receipt by Agent of final payment from the Borrower and may be reversed to the extent final payment is not received. Any interest received by the Agent under this paragraph shall be in addition to Agent’s other compensation under this Agreement.
9.4 In performing its duties hereunder, Agent shall be held to the standard of care exercised by banks generally in performing similar duties and shall be responsible only for its negligence or intentional misconduct. In no event shall Agent be liable for special, indirect or consequential damages of any kind, even though Agent may have been previously informed of the ...
Concerning the Agent. The provisions of Article XII of the Loan Agreement shall inure to the benefit of the Agent in respect of this Agreement and shall be binding upon the parties to the Loan Agreement in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Agent therein set forth:
(a) The Agent is authorized to take all such action as is provided to be taken by it as Agent hereunder and all other action incidental thereto. As to any matters not expressly provided for herein, the Agent may request instructions from the Lenders and shall act or refrain from acting in accordance with written instructions from the Required Lenders (or, when expressly required by this Agreement or the Loan Agreement, all the Lenders) or, in the absence of such instructions, in accordance with its discretion.
(b) The Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Security Interests, whether impaired by operation of law or by reason of any action or omission to act on its part (other than any such action or inaction constituting gross negligence or willful misconduct. The Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by any Grantor.
Concerning the Agent. The Agent:
a. Shall be obligated only for the performance of such duties as are expressly and specifically set forth in this Agreement, each of which are ministerial and not fiduciary in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on the part of the Agent;
b. May assume and rely on any certificate, instruction, request, instrument, opinion, notice, letter, facsimile transmission or other document delivered to it and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
c. Shall not be liable to anyone for any action taken or omitted to be taken by it hereunder except in the case of the Agent’s (including its agents) default, breach of this Agreement, fraudulent acts, negligence or bad faith; and
d. Shall not be responsible or liable for any failure or delay in the performance of Agent’s obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond Agent’s reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, or nuclear or natural catastrophes or acts of God.
Concerning the Agent. (a) The Company agrees to pay to the Agent such compensation as shall be agreed upon between the Company and the Agent for all services rendered by it hereunder and, from time to time, on demand of the Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without negligence, bad faith or willful misconduct on the part of the Agent, for anything done or omitted by the Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom. The provisions of this Section 18(a) shall survive the expiration of the Contingent Value Rights and the termination of this Agreement.
(b) The Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Contingent Value Right Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed by the proper Person or Persons and, where necessary, to be verified or acknowledged.
Concerning the Agent. The rights and obligations of the Agent under this Debenture are subject to the terms and conditions of the Purchase Agreement and in particular Section 4.20