Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document. (b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party. (c) Without prejudice to Clause 25.7 (Copy of assignments, transfer and accession documents to the Borrower and Parent), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation. (d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agent) under this Agreement it shall promptly notify the other Finance Parties. (g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied. (h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 5 contracts
Sources: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 27.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement, Increase Confirmation or Additional Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties.
(gf) The Agent shall have only those duties, obligations and responsibilities expressly specified in Agent’s duties under the Finance Documents to which it is expressed to be a party (are solely mechanical and no others shall be impliedadministrative in nature.
(hg) The Agent shall provide to the Borrower promptly upon Company, within ten (10) Business Days of a request by the Borrower Company (but no more frequently than once in any three per six (6) month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 4 contracts
Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 21.6 (Copy of assignments, transfer and accession documents Transfer Certificate or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking Certificate or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agentto any Administrative Party) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon request by Company within ten (10) Business Days of the Borrower (but no more frequently than once in any three month period)last Business Day of each calendar month, a list (which may be in electronic form) setting out the names of the Lenders as at the date of that requestBusiness Day, their respective Commitments, the address and fax number (and the department or officeroffice, if any, for whose attention any communication is to be mademarked) of each Lender for any communication communications to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent shall not be liable to account for interest on money paid to it by or recovered from the Company. Monies held by the Agent need not be segregated except as required by law.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 4 contracts
Sources: Facility Agreement, Facility Agreement (Alibaba Group Holding LTD), Facility Agreement (Alibaba Group Holding LTD)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 24.10 (Copy of assignments, transfer and accession documents to the Borrower and ParentThe Register), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Mandated Lead Arrangers or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Company, within five (5) Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number electronic mail address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent shall provide to the Company, within one (1) Business Day of a request by the Company, details of any responses received from each Lender and each other Finance Party to any amendment or other consent request made by the Company and each Lender and each other Finance Party hereby consents to the disclosure of such information by the Agent to the Company.
(h) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature. 130 Project Meria: Senior Facilties Agreement
(i) Upon the Agent becoming an Impaired Agent, the Company shall provide a copy of the list of all the Lenders to each Finance Party.
(j) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party and no others shall be implied.
(k) The Agent is hereby authorised to and shall provide to the Company upon its request such information as may be required to assess the progress of any amendment or consent request that may be in process from time to time pursuant to the terms of the Finance Documents (including the identity and votes of Lenders that have approved, rejected or not responded to any such request).
Appears in 2 contracts
Sources: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 28.8 (Copy of assignmentsTransfer Certificate, transfer Assignment Agreement or Increase Confirmation to Parent) and accession documents to the Borrower and Parentparagraph (e) of Clause 7.4 (Cash Collateral by Non-Acceptable L/C Lender), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent, within ten Business Days of a request by the Borrower Parent (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Duties of the Agent. (a) The Agent shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, holding the Transaction Security pursuant to the Security Documents on behalf of the Bondholders and, where relevant, enforcing the Transaction Security on behalf of the Bondholders. The Agent is not responsible for the content, valid execution, legal validity or enforceability of the Finance Documents or the perfection of the Transaction Security.
(b) When acting in accordance with the Finance Documents, the Agent is always acting with binding effect on behalf of the Bondholders. The Agent shall carry out its duties under the Finance Documents in a reasonable, proficient and professional manner, with reasonable care and skill.
(c) The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in naturenature and the Agent only acts in accordance with the Finance Documents and upon instructions from the Bondholders, unless otherwise set out in the Finance Documents. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) belowIn particular, the Agent shall promptly forward to a Party the original is not acting as an advisor (whether legal, financial or a copy of any document which is delivered otherwise) to the Agent for that Party by Bondholders or any other Party.
(c) Without prejudice to Clause 25.7 (Copy of assignments, transfer and accession documents to the Borrower and Parent), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationPerson.
(d) Except where The Agent is not obligated to assess or monitor the financial condition of the Issuer or compliance by the Issuer of the terms of the Finance Documents unless to the extent expressly set out in the Finance Documents, or to take any steps to ascertain whether any Event of Default (or any event that may lead to an Event of Default) has occurred. Until it has actual knowledge to the contrary, the Agent is entitled to assume that no Event of Default (or any event that may lead to an Event of Default) has occurred.
(e) The Agent is entitled to delegate its duties to other professional parties, but the Agent shall remain liable for the actions of such parties under the Finance Documents.
(f) The Agent shall treat all Bondholders equally and, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents.
(g) The Agent is entitled to engage external experts when carrying out its duties under the Finance Documents. The Issuer shall on demand by the Agent pay all costs for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event which the Agent reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or the Transaction Security which the Agent reasonably believes may be detrimental to the interests of the Bondholders under the Finance Document specifically provides otherwiseDocuments. Any compensation for damages or other recoveries received by the Agent from external experts engaged by it for the purpose of carrying out its duties under the Finance Documents shall be distributed in accordance with Clause 15 (Distribution of Proceeds).
(h) Notwithstanding any other provision of the Finance Documents to the contrary, the Agent is not obliged to review do or check the adequacy, accuracy omit to do anything if it would or completeness might in its reasonable opinion constitute a breach of any document law or regulation. If in the Agent's reasonable opinion the cost, loss or liability which it forwards may incur (including reasonable fees to another Party.
(ethe Agent) If in complying with instructions of the Bondholders, or taking any action at its own initiative, will not be covered by the Issuer, the Agent receives notice may refrain from a Party referring acting in accordance with such instructions, or taking such action, until it has received such funding or indemnities (or adequate Security has been provided therefore) as it may reasonably require. Unless it has actual knowledge to this Agreementthe contrary, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware may assume that all information provided by or on behalf of the non-payment of any principalIssuer (including, interestby its advisors) is correct, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agent) under this Agreement it shall promptly notify the other Finance Partiestrue and complete in all aspects.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) belowclause 31.2(b), the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 clause 28.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement, Increase Confirmation or Uncommitted Accordion Facility Commitment Notice to the Borrower and ParentCompany), paragraph (bclause 31.2(a) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or Agreement, any Increase ConfirmationConfirmation or Uncommitted Accordion Facility Commitment Notice.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArrangers) under this Agreement it shall promptly notify the other Finance Parties.
(gf) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be maintain a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names register for recordation of the Lenders as at the date of that requestnames, their respective Commitments, the address and fax number addresses (and including the department or officer, ) if any, for whose attention any communication is to be made) of each Lender for any communication whom communications are to be made or document documents are to be delivered under or in connection with the Finance Documentsdelivered), the fax numbers, electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means and the Commitments of each Lender, and agrees to provide to the Company within 5 Business Days of a request by the Company (but no more frequently than once per calendar month) or as soon as reasonably practicable upon the Agent becoming an Impaired Agent a copy of such register as at the date of that request. The entries in the register shall be conclusive absent manifest error, and by the Obligors and the Lenders may treat each Person whose name is recorded in the register pursuant to the terms hereof as a Lender to whom any communication hereunder for all purposes of this Agreement,
(g) The Agent’s duties under or in connection with the Finance Documents may be made by that means are solely mechanical and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documentsadministrative in nature.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 27.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties.
(gf) The Agent shall have only those duties, obligations and responsibilities expressly specified in Agent’s duties under the Finance Documents to which it is expressed to be a party (are solely mechanical and no others shall be impliedadministrative in nature.
(hg) The Agent shall provide to the Borrower promptly upon Company, within ten (10) Business Days of a request by the Borrower Company (but no more frequently than once in any three per six (6) month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 2 contracts
Sources: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement, Increase Confirmation or Voting Participation to the Borrower and ParentBorrower), paragraph (b) above shall not apply to any Fee Letter, any Hedging Letter, any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon Borrower, within 10 Business Days of a request by the Borrower (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail email address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents, it being acknowledged by the Borrower that, other than in circumstances where communications are to be made pursuant to Clause 33.4 (Communication when Agent is Impaired Agent), it will not communicate with the Lenders directly but will instead communicate with the Lenders through the Agent.
(h) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Appears in 2 contracts
Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
Duties of the Agent. (a) The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(b) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(c) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(d) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arrangers or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(bf) Subject Prior to paragraph the occurrence of an Event of Default which is continuing, to the extent that (cand, in each case, as permitted by this Agreement):
(i) belowany amendment, variation, waiver or termination of a Major Project Document (as defined in Clause 1.4 (Other Definitions) of this Agreement) or any other document assigned to the Secured Parties (or over which Security is granted) pursuant to the terms of any Transaction Security Document and/or the application of any amounts payable by any person under such Major Project Document or such other document is permitted without the prior consent of the Agent or the Security Agent;
(ii) this Agreement permits amounts to be credited, applied or paid to, or withdrawn or transferred from, any Account without the prior consent of the Agent or the Security Agent; or
(iii) this Agreement permits any Insurances to be amended, varied, waived, renewed, extended or replaced and/or the application of the proceeds of any claim under the Insurances without the prior consent of the Agent or the Security Agent, the Agent shall promptly forward shall, notwithstanding any notices or acknowledgments given by or to any person under any Transaction Security Document, when requested to do so by a Party member of the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
Group (c) Without prejudice to Clause 25.7 (Copy of assignments, transfer and accession documents to the Borrower and Parentacting reasonably), paragraph (b) above shall not apply direct the Security Agent to provide any Transfer Certificateconsent, any Assignment Agreement approval or notification and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, take such other action as the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee Company or other fee payable to a Finance Party Relevant Obligor may reasonably require (other than at the Agent, the Common Security Agent or the POA AgentCompany’s cost and expense) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (respect thereof which may be required of it in electronic form) setting out the names respect of the Lenders as at the date of that request, their respective Commitments, the address and fax number matters set out in paragraphs (and the department or officer, if any, for whose attention any communication is i) to be made(iii) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documentsabove.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Melco Crown Entertainment LTD), Senior Facilities Agreement (Melco Crown Entertainment LTD)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 24.10 (Copy of assignments, transfer and accession documents to the Borrower and ParentThe Register), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Mandated Lead Arrangers or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Company, within five (5) Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number electronic mail address (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent shall provide to the Company, within one (1) Business Day of a request by the Company, details of any responses received from each Lender and each other Finance Party to any amendment or other consent request made by the Company and each Lender and each other Finance Party hereby consents to the disclosure of such information by the Agent to the Company.
(h) The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
(i) Upon the Agent becoming an Impaired Agent, the Company shall provide a copy of the list of all the Lenders to each Finance Party.
(j) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party and no others shall be implied.
(k) The Agent is hereby authorised to and shall provide to the Company upon its request such information as may be required to assess the progress of any amendment or consent request that may be in process from time to time pursuant to the terms of the Finance Documents (including the identity and votes of Lenders that have approved, rejected or not responded to any such request).
Appears in 1 contract
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 25.6 (Copy of assignments, transfer and accession documents Transfer Agreement or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Company within 10 Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Sources: Facility Agreement (Imerys S.A.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 24.8 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agentan Arranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon Company, within five Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that requestBusiness Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(h) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Appears in 1 contract
Sources: Bridge Facility Agreement (Ses S.A.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 31.7 (Copy of assignments, transfer and accession documents Transfer Certificate or Assignment Agreement to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, Certificate or any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationAgreement.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives written notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agent) under this Agreement it shall promptly notify the other Finance Parties.
(f) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
(g) The Agent shall have only those duties, obligations may perform any and responsibilities expressly specified in all of its duties and exercise its rights and powers hereunder or under any other Finance Document by or through any one or more sub-agents appointed by the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Representatives. The exculpatory provisions of this Section 10 shall provide apply to any such sub-agent and to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names Representatives of the Lenders as at the date of that requestAgent and any such sub-agent, and shall apply to their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or activities in connection with the Finance Documents, Facility provided for herein as well as activities as Agent. The Agent shall not be responsible for the electronic mail address and/or negligence or misconduct of any other information required sub-agents except to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by extent that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under acted with gross negligence or willful misconduct in the Finance Documentsselection of such sub-agents.
Appears in 1 contract
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 7 (Notes Register) and Clause 27.6 (Copy of assignments, transfer and accession documents Transfer Certificate or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking Certificate or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee or closing payment payable to a Finance Party (other than the Agent, the Common Security Agent Original Notes Purchasers or the POA Collateral Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties.
(gf) The Agent shall have only those duties, obligations and responsibilities expressly specified in Agent’s duties under the Finance Documents to which it is expressed to be a party (are solely mechanical and no others shall be impliedadministrative in nature.
(hg) The Agent shall provide to the Borrower promptly upon Company, within ten (10) Business Days of a request by the Borrower Company (but no more frequently than once in any three per six (6) month period), a list (which may be in electronic form) setting out the names of the Lenders Noteholders as at the date of that request, their respective Commitments, the last known address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender Noteholder for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender Noteholder to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender Noteholder for any payment to be distributed by the Agent to that Lender Noteholder under the Finance Documents.
Appears in 1 contract
Sources: Notes Purchase Agreement (Membership Collective Group Inc.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 (Copy of assignmentsAssignments, transfer Transfer and accession documents Accession Documents or Increase Confirmation to the Borrower Borrower) and Parentparagraph (e) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover), paragraph (b) above shall not apply to any Transfer CertificateCertificate and Finance Party Accession Undertaking, any Assignment Agreement and Lender Finance Party Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent an Arranging Bank or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 1 contract
Duties of the Agent. (a) The Agent shall not have any duties or responsibilities except those expressly set forth in the Finance Documents, and the Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall shall: promptly forward to a Party the original or a copy of any document which is delivered to the it in its capacity as Agent for the attention of that Party by any other Party.
(c) Without prejudice to Clause 25.7 (Copy of assignments, transfer and accession documents to the Borrower and Parent), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If ; supply the Agent other Finance Parties with all material information which the Agent, in its capacity as Agent, receives from the Obligors; if it receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If ; and if the Agent is aware of the any non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) . The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents further agrees to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names act as security agent on behalf of the Lenders as at under and in connection with the date Security Documents, hereunder in connection with the signing, execution and enforcement of that requestthe Security Documents. The Agent shall: calculate and inform the Borrowers of interest and instalments, their respective Commitmentsguarantee and insurance premiums and all amounts and sums due to the GIEK or K-sure pursuant to any Finance Document, the address GIEK Guarantee, the K-sure Insurance Policy or the Fee Letters, receive (on behalf of the GIEK Lender, GIEK and fax number K-sure) and make payments to GIEK and K-sure of such amounts and sums (to the extent actually received by the Agent); supply GIEK and K-sure with financial information which the department or officerAgent has received in accordance with Clause 21.1 (Financial statements) and 21.2 (Compliance Certificate); if it deems so appropriate, if any, for whose attention provide to GIEK and K-sure with any communication is requests received from any Obligor; supply the GIEK and K-sure with any information that the Agent considers to be madematerial, and which the Agent receives in its capacity as Agent from an Obligor or any security providers under the Security Documents; inform the GIEK and K-sure of any Event of Default or other non-compliance by any Obligor in respect to Clause 6 (Repayment and Reduction), Clause 9.2 (Payment of interest), Clause 21.1 (Financial statements), Clause 21.2 (Compliance Certificate)and 24.3 (Insurance) paragraph (e); and unless otherwise instructed by the Required Lenders, request from the relevant Obligor that non-compliance with the provisions set out in sub clause (e) above be immediately remedied (if capable of each Lender remedy). The Agent assumes no responsibility and neither the Agent nor any of its officers, directors, employees or agents shall be liable to GIEK or K-sure for any communication action taken or omitted to be made or document to be delivered under taken hereunder or in connection with this Agreement unless caused in respect of gross negligence or wilful misconduct. Upon the Finance DocumentsAgent receiving a request from an Obligor to which the GIEK shall vote, the electronic mail address and/or Agent shall forward such request to the GIEK Lender and GIEK. Upon the GIEK Lender and GIEK having received a copy of a request as set out in paragraph (a) above, the GIEK Lender through the GIEK Guarantee Holder shall liaise with GIEK and take instructions from GIEK with respect to exercising its voting rights under this Agreement and relay such instructions to the GIEK Lender, unless with respect to matters relating to funding, in which the GIEK Lender can exercise its voting rights without taking instructions from GIEK. Upon GIEK providing its instructions to the GIEK Lender (through the GIEK Guarantee Holder) pursuant to paragraph (b) above, the GIEK Lender shall ensure that a copy of those instructions are forwarded to the Agent (either directly or through the GIEK Guarantee Holder), such copy to be sent solely for information purposes, and shall not be relied upon by the Agent. After having received instructions from GIEK pursuant to paragraph (b) above to the extent such instructions are required, the GIEK Lender or the GIEK Lender through the GIEK Guarantee Holder shall inform the Agent on how the GIEK Lender's voting rights shall be exercised. The Agent may rely on any voting result received by the GIEK Guarantee Holder without any further duty to inquire on the voting result. Neither the Agent nor the GIEK Guarantee Holder shall have any obligation to any GIEK Lender to assess whether GIEK's consent is required. Upon the K-sure Agent receiving a request from an Obligor to which the K-sure Lenders shall vote, the K-sure Agent shall forward such request to the K-sure Lenders and K-sure. Upon the K-sure Lenders and K-sure having received a copy of a request as set out in paragraph (a) above, the K-sure Lenders (or the K-sure Agent on their behalf) shall liaise with K-sure and take instructions from K-sure with respect exercising their voting rights under this Agreement. Upon K-sure providing its written instructions to the K-sure Lenders (or the K-sure Agent on their behalf) pursuant to paragraph (b) above, the K-sure Lenders shall ensure that a copy of those instructions are forwarded to the K-sure Agent, such copy to be sent solely for information purposes, and shall not be relied upon by the K-sure Agent. After having received instructions from K-sure pursuant to paragraph (b) above to the extent such instructions are required, the K-sure Lenders shall send a written notice to the K-sure Agent on how the K-sure Lenders' voting rights shall be exercised (a copy of which shall be provided to K-sure). Each K-sure Lender shall only be entitled to provide one vote in respect of its K-sure Lenders Commitment. The K-sure Agent shall not have any obligation to assess whether K-sure's consent is required. The K-sure Agent may rely on: any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify. The K-sure Agent may assume (unless it has received notice to the contrary in its capacity as agent for the other K-sure Lenders) that: no Default has occurred (unless it has actual knowledge of a Default arising under Clause 25 (Events of Default); and any right, power, authority or discretion vested in any Party or the other K-sure Lenders has not been exercised. The K-sure Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. The K-sure Agent may disclose to any other Party any information required it reasonably believes it has received as agent under this Agreement. Notwithstanding any other provision of any Finance Document to enable the sending and receipt contrary, the K-sure Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of information by electronic mail any law or other electronic means to and by each Lender to whom any communication under regulation or in connection with the Finance Documents may be made by that means and the account details a breach of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documentsa fiduciary duty or duty of confidentiality.
Appears in 1 contract
Sources: Senior Secured Credit Facility Agreement (Seadrill Partners LLC)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 23.7 (Copy of assignments, transfer and accession documents Transfer Certificate or Increase Confirmation to the Borrower and Parent), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking Certificate or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the The Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agent) under this Agreement it shall promptly notify the other Finance PartiesLenders of any default arising under Clause 22.1 (Non-payment).
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent, within five Business Days of a request by the Borrower Parent (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent, solely for this purpose acting as non-fiduciary agent of the Borrowers, shall maintain a copy of each Transfer Certificate delivered to it and a register for the recording of the names and addresses of the Finance Parties, and Commitments of, and principal amount of the Loans owing to, each Finance Party pursuant to the terms hereof from time to time (for the purposes of this provision, the Register). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice and each Lender hereby consents to the disclosure of the information contained in the Register.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Duties of the Agent. (a) The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 29.8 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement, Increase Confirmation, Additional Facility Notice, Refinancing Facility Notice or Lender Accession Agreement to the Borrower Obligors’ Agent) and Parentparagraph (e) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower's option to provide cash cover), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or Agreement, any Increase Confirmation, any Additional Facility Notice or any Refinancing Facility Notice.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent each Mandated Lead Arranger or the POA Security Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 1 contract
Sources: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 26.8 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement, Increase Confirmation - Cancelled Commitments, Additional Facility Notice or Additional Facility Lender Accession Notice to the Borrower and ParentCompany), paragraph (b) above shall not apply to any Fee Letter, Hedging Agreement, Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking Agreement, or any Increase ConfirmationConfirmation - Cancelled Commitments.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement Agreement, it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon Company as soon as practicable following a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(h) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Appears in 1 contract
Sources: Facilities Agreement (New Frontier Public Holding Ltd.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 22.8 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agentan Arranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon Company, within five Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that requestBusiness Day, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(h) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Appears in 1 contract
Sources: Facility Agreement (Ses S.A.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 28.13 (Copy Maintenance of assignmentsRegister and provision of Assignment Agreements, transfer Transfer Certificates, Increase Confirmations and accession documents to the Borrower Issuing Bank Accession Agreement) and Parentparagraph (e) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender), paragraph (ba) above shall not apply to any Transfer Certificate, Certificate or any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arrangers or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent within eight (8) Business Days of a request by the Borrower Parent (but no more frequently than once in any three month periodacting reasonably), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
(h) Upon the Agent becoming an Impaired Agent each Lender shall be given a copy of the list of Lenders by the Borrower.
Appears in 1 contract
Sources: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Duties of the Agent. (a) 25.3.1 The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.nature.
(b) 25.3.2 Subject to paragraph (c) 25.3.2 below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.Party.
(c) 25.3.3 Without prejudice to Clause 25.7 23.7 (Copy of assignments, transfer and accession documents Transfer Certificate or Assignment Agreement to the Borrower and ParentCompany), paragraph (b) 25.3.1 above shall not apply to any Transfer Certificate, Certificate or to any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationAgreement.
(d) 25.3.4 Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) 25.3.5 If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) 25.3.6 If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) 25.3.7 The Agent Agent's shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(h) 25.3.8 The Agent shall provide to the Borrower promptly upon Company within two Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper Month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 22.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Accordion Confirmation or Increase Confirmation to the Borrower and Parent), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking Increase Confirmation or any Increase Accordion Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the The Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agent) under this Agreement it shall promptly notify the other Finance PartiesLenders of any default arising under Clause 21.1 (Non-payment).
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent, within five Business Days of a request by the Borrower Parent (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent, solely for this purpose acting as non-fiduciary agent of the Borrowers, shall maintain a copy of each Transfer Certificate delivered to it and a register for the recording of the names and addresses of the Finance Parties, and Commitments of, and principal amount of the Loans owing to, each Finance Party pursuant to the terms hereof from time to time (for the purposes of this provision, the Register). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice and each Lender hereby consents to the disclosure of the information contained in the Register.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Duties of the Agent. (a) The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 23.7 (Copy of assignments, transfer and accession documents Transfer Certificate or Assignment Agreement to the Borrower and ParentBorrower), paragraph (b) above shall not apply to any Transfer Certificate, Certificate or any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationAgreement.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance PartiesLenders.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agentto any Administrative Party) under this Agreement Agreement, it shall promptly notify the other Finance PartiesLenders.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(h) Nothing in the Finance Documents shall require the Agent to carry on an activity of the kind specified by any provision of Part 1 of Schedule 5 of the Securities and Futures Ordinance (Cap. 571), or to lend money to the Borrower in its capacity as Agent.
(i) The Agent shall provide be entitled to deal with money paid to it by any person for the purposes of the Finance Documents in the same manner as other money paid to a banker by its customers except that it shall not be liable to account to any person for any interest or other amounts in respect of the money.
(j) The fees. commissions and expenses payable to the Borrower promptly upon request Agent for services rendered and the performance of its obligations under the Finance Documents shall not be abated by any remuneration or other amounts or profits receivable by the Borrower Agent (but no more frequently than once in or by any three month period), a list (which may be in electronic formof its associates) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed transaction effected by the Agent to that Lender under with or for the Finance DocumentsLenders or the Obligors.
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 29.10 (Copy of assignmentsTransfer Certificate, transfer Assignment Agreement or Increase Confirmation to Parent) and accession documents to the Borrower and Parentparagraph (e) of Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA Security Agent) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent within 20 Business Days of a request by the Borrower Parent (but no more frequently than once in any every three month periodmonths from the date of this Agreement), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents. The Agent shall not be obliged to verify or update or obtain any of the foregoing information received by it from a Lender solely for the purpose of compliance with this Clause.
(g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Sources: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 24.7 (Copy of assignments, transfer and accession documents Transfer Certificate or Assignment Agreement to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, Certificate or to any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationAgreement.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Company within ten Business Days of a request by the Borrower Company (but no shall not be required to do so any more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) Once every calendar year, the Agent will cooperate with the Company in validating any procedures relating to the delivery, processing, execution or otherwise of any settlement instructions or other notice, request, document or communication delivered under the Finance Documents.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Sources: Facility Agreement (Aon Corp)
Duties of the Agent. (a) The Agent shall not have any duties or responsibilities except those expressly set forth in the Finance Documents, and the Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall shall: promptly forward to a Party the original or a copy of any document which is delivered to the it in its capacity as Agent for the attention of that Party by any other Party.
(c) Without prejudice to Clause 25.7 (Copy of assignments, transfer and accession documents to the Borrower and Parent), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If ; supply the Agent other Finance Parties with all material information which the Agent, in its capacity as Agent, receives from the Obligors; if it receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f) If ; and if the Agent is aware of the any non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentArranger) under this Agreement it shall promptly notify the other Finance Parties.
(g) . The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents further agrees to which it is expressed to be a party (and no others shall be implied.
(h) The Agent shall provide to the Borrower promptly upon request by the Borrower (but no more frequently than once in any three month period), a list (which may be in electronic form) setting out the names act as security agent on behalf of the Lenders as at under and in connection with the date Security Documents, hereunder in connection with the signing, execution and enforcement of that requestthe Security Documents. The Agent shall: calculate and inform the Borrowers of interest and instalments, their respective Commitmentsguarantee and insurance premiums and all amounts and sums due to the GIEK or K- sure pursuant to any Finance Document, the address GIEK Guarantee, the K-sure Insurance Policy or the Fee Letters, receive (on behalf of the GIEK Lender, GIEK and fax number K-sure) and make payments to GIEK and K-sure of such amounts and sums (to the extent actually received by the Agent); supply GIEK and K-sure with financial information which the department or officerAgent has received in accordance with Clause 21.1 (Financial statements) and 21.2 (Compliance Certificate); if it deems so appropriate, if any, for whose attention provide to GIEK and K-sure with any communication is requests received from any Obligor; supply the GIEK and K-sure with any information that the Agent considers to be madematerial, and which the Agent receives in its capacity as Agent from an Obligor or any security providers under the Security Documents; inform the GIEK and K-sure of any Event of Default or other non-compliance by any Obligor in respect to Clause 6 (Repayment and Reduction), Clause 9.2 (Payment of interest), Clause 21.1 (Financial statements), Clause 21.2 (Compliance Certificate)and 24.3 (Insurance) paragraph (e); and unless otherwise instructed by the Required Lenders, request from the relevant Obligor that non-compliance with the provisions set out in sub clause (e) above be immediately remedied (if capable of each Lender remedy). The Agent assumes no responsibility and neither the Agent nor any of its officers, directors, employees or agents shall be liable to GIEK or K-sure for any communication action taken or omitted to be made or document to be delivered under taken hereunder or in connection with this Agreement unless caused in respect of gross negligence or wilful misconduct. Upon the Finance DocumentsAgent receiving a request from an Obligor to which the GIEK shall vote, the electronic mail address and/or Agent shall forward such request to the GIEK Lender and GIEK. Upon the GIEK Lender and GIEK having received a copy of a request as set out in paragraph (a) above, the GIEK Lender through the GIEK Guarantee Holder shall liaise with GIEK and take instructions from GIEK with respect to exercising its voting rights under this Agreement and relay such instructions to the GIEK Lender, unless with respect to matters relating to funding, in which the GIEK Lender can exercise its voting rights without taking instructions from GIEK. Upon GIEK providing its instructions to the GIEK Lender (through the GIEK Guarantee Holder) pursuant to paragraph (b) above, the GIEK Lender shall ensure that a copy of those instructions are forwarded to the Agent (either directly or through the GIEK Guarantee Holder), such copy to be sent solely for information purposes, and shall not be relied upon by the Agent. After having received instructions from GIEK pursuant to paragraph (b) above to the extent such instructions are required, the GIEK Lender or the GIEK Lender through the GIEK Guarantee Holder shall inform the Agent on how the GIEK Lender's voting rights shall be exercised. The Agent may rely on any voting result received by the GIEK Guarantee Holder without any further duty to inquire on the voting result. Neither the Agent nor the GIEK Guarantee Holder shall have any obligation to any GIEK Lender to assess whether GIEK's consent is required. Upon the K-sure Agent receiving a request from an Obligor to which the K-sure Lenders shall vote, the K-sure Agent shall forward such request to the K-sure Lenders and K-sure. Upon the K-sure Lenders and K-sure having received a copy of a request as set out in paragraph (a) above, the K-sure Lenders (or the K-sure Agent on their behalf) shall liaise with K-sure and take instructions from K-sure with respect exercising their voting rights under this Agreement. Upon K-sure providing its written instructions to the K-sure Lenders (or the K-sure Agent on their behalf) pursuant to paragraph (b) above, the K- sure Lenders shall ensure that a copy of those instructions are forwarded to the K-sure Agent, such copy to be sent solely for information purposes, and shall not be relied upon by the K-sure Agent. After having received instructions from K-sure pursuant to paragraph (b) above to the extent such instructions are required, the K-sure Lenders shall send a written notice to the K-sure Agent on how the K-sure Lenders' voting rights shall be exercised (a copy of which shall be provided to K-sure). Each K-sure Lender shall only be entitled to provide one vote in respect of its K-sure Lenders Commitment. The K-sure Agent shall not have any obligation to assess whether K-sure's consent is required. The K-sure Agent may rely on: any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within its knowledge or within its power to verify. The K-sure Agent may assume (unless it has received notice to the contrary in its capacity as agent for the other K-sure Lenders) that: no Default has occurred (unless it has actual knowledge of a Default arising under Clause 25 (Events of Default); and any right, power, authority or discretion vested in any Party or the other K-sure Lenders has not been exercised. The K-sure Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts. The K-sure Agent may disclose to any other Party any information required it reasonably believes it has received as agent under this Agreement. Notwithstanding any other provision of any Finance Document to enable the sending and receipt contrary, the K-sure Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of information by electronic mail any law or other electronic means to and by each Lender to whom any communication under regulation or in connection with the Finance Documents may be made by that means and the account details a breach of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documentsa fiduciary duty or duty of confidentiality.
Appears in 1 contract
Duties of the Agent. (a) The Agent’s 's duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(c) Without prejudice to Clause 25.7 (23.7 ( Copy of assignments, transfer and accession documents Transfer Certificate or Assignment Agreement to the Borrower and ParentBorrower), paragraph (b) above shall not apply to any Transfer Certificate, Certificate or any Assignment Agreement and Lender Accession Undertaking or any Increase ConfirmationAgreement.
(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance PartiesLenders.
(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA Agentto any Administrative Party) under this Agreement Agreement, it shall promptly notify the other Finance PartiesLenders.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
(h) Nothing in the Finance Documents shall require the Agent to carry on an activity of the kind specified by any provision of Part 1 of Schedule 5 of the Securities and Futures Ordinance (Cap. 571), or to lend money to the Borrower in its capacity as Agent.
(i) The Agent shall provide be entitled to deal with money paid to it by any person for the purposes of the Finance Documents in the same manner as other money paid to a banker by its customers except that it shall not be liable to account to any person for any interest or other amounts in respect of the money.
(j) The fees. commissions and expenses payable to the Borrower promptly upon request Agent for services rendered and the performance of its obligations under the Finance Documents shall not be abated by any remuneration or other amounts or profits receivable by the Borrower Agent (but no more frequently than once in or by any three month period), a list (which may be in electronic formof its associates) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed transaction effected by the Agent to that Lender under with or for the Finance DocumentsLenders or the Obligors.
Appears in 1 contract
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (c) belowclause 29.2(c), the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 clause 26.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement or Increase Confirmation to the Borrower and Parent), paragraph (bclause 29.2(a) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent Arranger or the POA AgentSecurity Trustee) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Parent within 15 Business Days of a request by the Borrower Parent (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders (and any sub participant thereof where voting rights under the Finance Documents have been transferred of which the Agent is aware) as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Duties of the Agent. (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. The Agent shall have no duties save as expressly provided under or in connection with any Finance Document.
(b) Subject to paragraph (cb) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(cb) Without prejudice to Clause 25.7 29.7 (Copy of assignmentsTransfer Certificate, transfer and accession documents Assignment Agreement or Increase Confirmation to the Borrower and ParentCompany), paragraph (ba) above shall not apply to any Transfer Certificate, any Assignment Agreement and Lender Accession Undertaking or any Increase Confirmation.
(dc) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(ed) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(fe) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Common Security Agent or the POA AgentSecurity Trustee) under this Agreement it shall promptly notify the other Finance Parties.
(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied.
(hf) The Agent shall provide to the Borrower promptly upon Company within five Business Days of a request by the Borrower Company (but no more frequently than once in any three month periodper calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.
(g) Upon the Agent becoming an Impaired Agent, the Agent shall promptly provide to each Lender and the Company a list (which may be in electronic form) setting out the names of the Lenders as at the date on which such list is provided.
(h) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. 110
(i) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
Appears in 1 contract
Sources: Revolving Facility Agreement (Manchester United PLC)