01Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given to such party: (a) in the case of any Account Party, at the Company’s address or telecopier number set forth on the Company’s signature page hereof, (b) in the case of the Administrative Agent, at its address or telecopier number set forth on its respective signature page hereof, (c) in the case of any Bank, at its address or telecopier number set forth in its Administrative Questionnaire or (d) in the case of any party, such other address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or (iii) if given by any other means, when delivered at the relevant address specified by such party pursuant to this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received. Notices and other communications to the Banks hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Bank. The Administrative Agent or the Account Parties may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 82 The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (THE “AGENT PARTIES”) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
Appears in 1 contract
01Notices. All notices, requests Except in the case of notices and other communications expressly permitted to any party hereunder be given by telephone, all notices and other communications provided for herein shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given to such party: delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmission, as follows:
(a) in If to the case of any Account PartyBorrower, at the Company’s address or telecopier number set forth on the Company’s signature page hereofto: AMC Entertainment Holdings, Inc. One AMC Way 00000 Xxx Xxxxxx, Xxxxxxx, XX 00000 Attention: General Counsel Fax: (000) 000-0000 Email: xxxxxxx@xxxxxxxxxxx.xxx With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx New York, NY 10017 Attention: Xxxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx
(b) in the case of If to the Administrative Agent, to: Wilmington Savings Fund Society, FSB 000 Xxxxxxxx Xxxxxx Wilmington, DE 19801 Attn: Xxxxxxx Xxxxx
(c) If to any Issuing Bank, to it at its address (or telecopier fax number set forth on its respective signature page hereof, (cor email address) most recently specified by it in the case of any Bank, at its address or telecopier number set forth in its Administrative Questionnaire or (d) in the case of any party, such other address or telecopier number as such party may hereafter specify for the purpose by a notice delivered to the Administrative Agent and the Company. Each Borrower (or, in the absence of any such notice, request to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and
(d) If to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other communication electronic transmission shall be effective deemed to have been given when sent (i) except that, if not given by mailduring normal business hours for the recipient, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requested, (ii) if shall be deemed to have been given by telecopier, when transmitted to the telecopier number specified in this Section or (iii) if given by any other means, when delivered at the relevant address specified opening of business on the next Business Day for the recipient). The Borrower may change their address, email or facsimile number for notices and other communications hereunder by such party pursuant to this Section; provided that notices notice to the Administrative Agent, the Administrative Agent under Article II may change its address, email or Article VIII shall not be effective until receivedfacsimile number for notices and other communications hereunder by notice to the Borrower and the Lenders may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or furnished by electronic communications transmission (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent; , provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II unless otherwise agreed by if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent and the applicable Bank. The Administrative Agent or the Account Parties may, in its discretion, agree to accept that it is incapable of receiving notices and other communications to it hereunder under such Article by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 82 The Platformtransmission. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (THE “AGENT PARTIES”AS DE-FINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER COMPANY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Company Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
01Notices. All notices, requests Except in the case of notices and other communications expressly permitted to any party hereunder be given by telephone, all notices and other communications provided for herein shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given to such party: delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmission, as follows:
(a) in the case of any Account PartyIf to Holdings, at the Company’s address Intermediate Holdings or telecopier number set forth on the Company’s signature page hereofa Borrower, to Xxxxx Xxxxx, Email: ***; With a copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx Email: ***
(b) in the case of If to the Administrative Agent, to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NCC 5 Floor 1 Newark, DE, 19713 Attention: Xxxxxxxx Xxxxxxx Email: *** With a copy to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NCC 5 Floor 1 Newark, DE, 19713 Attention: Xxxxxx Xxxx Email: ***
(c) If to any Issuing Bank, to it at its address (or telecopier fax number or email address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers (or, in the absence of any such notice, to the address (or fax number or email address) set forth on its respective signature page hereof, (c) in the case Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof);
(d) If to any BankSwingline Lender, to it at its address (or telecopier fax number or email address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Swingline Lender or is an Affiliate thereof); and
(e) If to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other electronic transmission shall be deemed to have been given when sent (d) in the case of any partyexcept that, such other address or telecopier number as such party may hereafter specify if not given during normal business hours for the purpose recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Holdings, Intermediate Holdings and the Borrowers may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to Holdings, Intermediate Holdings and the Company. Each such noticeBorrowers and the Lenders may change their address, request email or facsimile number for notices and other communication shall be effective (i) if given communications hereunder by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or (iii) if given by any other means, when delivered at the relevant address specified by such party pursuant to this Section; provided that notices notice to the Administrative Agent under Article II or Article VIII shall not be effective until receivedAgent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or furnished by electronic communications transmission (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent; , provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II unless otherwise agreed by if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent and the applicable Bank. The Administrative Agent or the Account Parties may, in its discretion, agree to accept that it is incapable of receiving notices and other communications to it hereunder under such Article by electronic communications pursuant transmission or. Each Borrower hereby appoints each of Holdings and Intermediate Holdings as its agent for all purposes relevant to procedures approved this Agreement and each of the other Loan Documents, including the giving and receipt of notices, it being understood that the Borrowers will receive the proceeds of the initial Loans on the Effective Date. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by it; provided that approval a Borrower shall be valid and effective if given or taken by Holdings or Intermediate Holdings, whether or not any other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to Holdings or Intermediate Holdings in accordance with the terms of such procedures may this Agreement shall be limited deemed to particular notices or communications. 82 The Platformhave been delivered to all of the Borrowers. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (THE “AGENT PARTIES”AS DE-FINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMPANY MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER COMPANY MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER COMPANY MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrowers, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of a Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Company Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
01Notices. All notices, requests (a) Notices and other communications to any party hereunder shall provided for herein shall, except as provided in Section 11.01(b), be in writing (including and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, or by electronic communication, as follows:
(i) if arrangements for doing so have been approved by such party) and shall be given to such party: (a) in the case of any Account Loan Party, at to the Company’s address or telecopier number set forth on the Company’s signature page hereofBorrower at: International Seaways Operating Corporation c/o International Seaways Ship Management LLC 000 Xxxxx Xxxxxx, 00xx Floor New York, New York 10016 Attention: Xxxxxxx X. Xxxxxx, Senior Vice President, Chief Financial Officer Telephone: +0-000-000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxxxx@xxxxxxxx.xxx
(bii) in the case of if to the Administrative Agent, at its address or telecopier number set forth on its respective signature page hereofto it at: Nordea Bank Abp, (c) in the case of any BankNew York Branch 0000 Xxxxxx xx xxx Xxxxxxxx New York, at its address or telecopier number set forth in its Administrative Questionnaire or (d) in the case of any partyNY 10036 Attention: Shipping, such other address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent Offshore and the Company. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid Oil Services Email: xxxxxx.xxxxxx@xxxxxx.xxx and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or xxxx_xx_XXXXxxx@xxxxxx.xxx
(iii) if given by any other meansto a Lender, when delivered to it at its address (or facsimile number) set forth on Annex I or in the relevant address specified by such party Assignment and Acceptance pursuant to this Sectionwhich such Lender shall have become a party hereto; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received. Notices Notice and other communications to the Banks Lenders hereunder may (subject to Section 11.01(b)) be delivered or furnished by electronic communications communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that . Any party hereto may change its address, facsimile number or e-mail address for notice and other communications hereunder by notice to the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Bankother parties hereto. The Administrative Agent or the Account Parties Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided , provided, that approval of such procedures may be limited to particular notices or communications. 82 The Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (including by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(b) Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, including any such communication that (i) relates to a request for a Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder or (v) is required to be delivered to satisfy any covenant hereunder or under any other Loan Document (all such communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent (it being understood that .pdf format is acceptable) at the e-mail address(es) provided to the Borrower by the Administrative Agent from time to time, other electronic communication in such other form, or in any other manner, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.
(c) To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.
(d) Each Loan Party and the Administrative Agent and the Collateral Agent further agree that the Administrative Agent and the Collateral Agent shall make the Communications available to the other Agents or the Lenders by posting the Communications on a Platform. THE PLATFORM IS PROVIDED The Platform and any Approved Electronic Communications are provided “AS ISas is” AND and “AS AVAILABLEas available.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall any Agent have any liability to any Loan Party, any Lender or any other person for damages of any kind, whether or not based on strict liability and including direct or indirect, punitive, special, incidental or consequential damages, losses or expenses (THE whether in contract, tort or otherwise) arising out of or related to any Loan Party’s or any Agent’s transmissions of Communications through the Internet (including the Platform). Notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor. Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(e) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
(f) Each Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “AGENT PARTIES”Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information with respect to Holdings, its Subsidiaries or their securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMother Lenders may have availed themselves of such information and (ii) neither the Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (International Seaways, Inc.)
01Notices. All notices, requests (a) Notices and other communications to any party hereunder shall provided for herein shall, except as provided in Section 11.01(b), be in writing (including and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, or by electronic communication, as follows:
(i) if arrangements for doing so have been approved by such party) and shall be given to such party: (a) in the case of any Account Loan Party, at to the Company’s address or telecopier number set forth on the Company’s signature page hereofBorrower at: International Seaways Operating Corporation c/o International Seaways Ship Management LLC 000 Xxxxx Xxxxxx, 00xx Floor New York, New York 10016 Attention: Xxxxxxx X. Xxxxxx, Senior Vice President, Chief Financial Officer Telephone: +0-000-000-0000 Email: xxxxxxx@xxxxxxxx.xxx Xxxxxxxxxxxxxxx@xxxxxxxx.xxx Xxxxxxxx@xxxxxxxx.xxx
(bii) in the case of if to the Administrative Agent, at its address or telecopier number set forth on its respective signature page hereofto it at: Nordea Bank Abp, (c) in the case of any BankNew York Branch 0000 Xxxxxx xx xxx Xxxxxxxx New York, at its address or telecopier number set forth in its Administrative Questionnaire or (d) in the case of any partyNY 10036 Attention: Shipping, such other address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent Offshore and the Company. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid Oil Services Email: xxxxxx.xxxxxx@xxxxxx.xxx and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or xxxx_xx_XXXXxxx@xxxxxx.xxx
(iii) if given by any other meansto a Lender, when delivered to it at its address (or facsimile number) set forth on Annex I or in the relevant address specified by such party Assignment and Acceptance pursuant to this Sectionwhich such Lender shall have become a party hereto; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received. Notices Notice and other communications to the Banks Lenders hereunder may (subject to Section 11.01(b)) be delivered or furnished by electronic communications communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that . Any party hereto may change its address, facsimile number or e-mail address for notice and other communications hereunder by notice to the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Bankother parties hereto. The Administrative Agent or the Account Parties Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided , provided, that approval of such procedures may be limited to particular notices or communications. 82 The Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (including by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(b) Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, including any such communication that (i) relates to a request for a Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder or (v) is required to be delivered to satisfy any covenant hereunder or under any other Loan Document (all such communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent (it being understood that .pdf format is acceptable) at the e-mail address(es) provided to the Borrower by the Administrative Agent from time to time, other electronic communication in such other form, or in any other manner, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.
(c) To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.
(d) Each Loan Party and the Administrative Agent and the Collateral Agent further agree that the Administrative Agent and the Collateral Agent shall make the Communications available to the other Agents or the Lenders by posting the Communications on a Platform. THE PLATFORM IS PROVIDED The Platform and any Approved Electronic Communications are provided “AS ISas is” AND and “AS AVAILABLEas available.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall any Agent have any liability to any Loan Party, any Lender or any other person for damages of any kind, whether or not based on strict liability and including direct or indirect, punitive, special, incidental or consequential damages, losses or expenses (THE whether in contract, tort or otherwise) arising out of or related to any Loan Party’s or any Agent’s transmissions of Communications through the Internet (including the Platform). Notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor. Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(e) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
(f) Each Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “AGENT PARTIES”Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information with respect to Holdings, its Subsidiaries or their securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMother Lenders may have availed themselves of such information and (ii) neither the Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.
Appears in 1 contract
01Notices. All notices, requests (a) Except in the case of notices and other communications expressly permitted to any party hereunder be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i) if to such partythe Borrower, to it at: Xxxxx Energy Holdings, LLC 000 Xxx Xxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Xxxxxx X. Xxxxxx, Chief Financial Officer Facsimile: (a000) in 000-0000
(ii) if to the case of any Account PartyAdministrative Agent or the Issuing Bank, to it at Xxxxx Fargo Bank, National Association 0000 Xxxxxxxx, XXX X0000-000 Xxxxxx, Xxxxxxxx 00000 Phone: 000.000.0000 Fax: 000.000.0000 Attn: Xxxx XxXxxx with a copy to: Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Fax: 000.000.0000 Attn: Xxxx Xxxxxxx with a copy to the Administrative Agent at the Company’s address or telecopier number set forth on the Company’s signature page hereofnoted above.
(iii) if to any other Lender, (b) in the case of the Administrative Agent, to it at its address (or telecopier number set forth on its respective signature page hereof, (ctelecopy number) in the case of any Bank, at its address or telecopier number set forth in its Administrative Questionnaire or Questionnaire.
(db) in the case of any party, such other address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or (iii) if given by any other means, when delivered at the relevant address specified by such party pursuant to this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received. Notices and other communications to the Banks Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II ARTICLE II, ARTICLE III, ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable BankLender. The Administrative Agent or the Account Parties Borrower may, in its their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. 82 The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLEAll notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (THE “AGENT PARTIES”) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
Appears in 1 contract
01Notices. All notices, requests (a) Except in the case of notices and other communications expressly permitted to any party hereunder be given by telephone or Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:
(i) if to such partyany Loan Party, to the Borrower at: Cactus Wellhead, LLC 000 Xxxxxxxx Xxxx Xxx Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx, Vice President and Chief Administrative Officer Facsimile No: (a000) in the case of any Account Party, at the Company’s address or telecopier number set forth on the Company’s signature page hereof, 000-0000
(bii) in the case of if to the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at: JPMorgan Chase Bank, N.A. 0000 Xxxx Xxxxxx, 9th Floor Mail Code: TX1-2905 Xxxxxx, XX 00000 Attention: Xxx Xxxxxxxx Facsimile No: (000) 000-0000 provided, that any DQ List or any updates thereto on or after the Effective Date must be sent via electronic mail to XXXXX_Xxxxxxx@xxxxxxxx.xxx to be deemed received by the Administrative Agent.
(iii) if to any other Lender or Issuing Bank, to it at its address or telecopier number set forth on its respective signature page hereof, (c) in the case of any Bank, at its address or telecopier facsimile number set forth in its Administrative Questionnaire or (d) in the case of any party, Questionnaire. All such notices and other address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice, request or other communication shall be effective communications (i) if given sent by hand or overnight courier service, or mailed by certified or registered mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requestedshall be deemed to have been given when received, (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given by telecopierduring normal business hours of the recipient, when transmitted such notice or communication shall be deemed to have been given at the telecopier number specified in this Section opening of business on the next Business Day of the recipient, or (iii) if given by any other means, when delivered at the relevant address specified by such party pursuant to this Section; provided that notices through Electronic Systems to the Administrative Agent under Article II or Article VIII extent provided in paragraph (b) below shall not be effective until received. as provided in such paragraph.
(b) Notices and other communications to the Banks Lenders hereunder may be delivered or furnished by electronic communications Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable BankLender (provided further that, if requested by the Administrative Agent, the Borrower will deliver original copies of any compliance and no Default certificates delivered pursuant to Section 5.01(d) promptly after the delivery thereof by Electronic Systems). The Each of the Administrative Agent or and the Account Parties Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications Electronic Systems pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 82 The Platform. THE PLATFORM IS PROVIDED Unless the Administrative Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “AS ISreturn receipt requested” AND “AS AVAILABLEfunction, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES
(THE “AGENT PARTIES”c) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORMAny party hereto may change its address, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONfacsimile number or e-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORMmail address for notices and other communications hereunder by notice to the other parties hereto.
Appears in 1 contract
Samples: Credit Agreement (Cactus, Inc.)
01Notices. All notices, requests (a) Except in the case of notices and other communications expressly permitted to any party hereunder be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing (including facsimile transmission, or by electronic communication, if arrangements for doing so have been approved by such party) and shall be given delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i) if to such partythe Borrower or any other Credit Party, to Antero Resources Corporation, 0000 Xxxxxxx Xx., Denver, Colorado 80202, Attention: Xxxxxxx X. Xxxxxxx, Chief Financial Officer, Telecopy No. (000) 000-0000;
(ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank, N.A., 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx, 00000, Telecopy No.: (a000) in the case of any Account Party000-0000, at the Company’s address Attention: Xxxx Xxxxxx, with a copy to JPMorgan Chase Bank, N.A., Mail Code TX2-S038, 0000 00xx Xxxxxx, Xxxxx 0, Xxxxxx, Xxxxxxxx 00000, Telecopy No. (000) 000-0000, Attention: Xxxx Xxxxxxx;
(iii) if to a syndication agent or telecopier number set forth on the Company’s signature page hereof, (b) in the case of the Administrative Co-Documentation Agent, to it at its address (or telecopier number set forth on its respective signature page hereof, (ctelecopy number) in the case of any Bank, at its address or telecopier number set forth in its Administrative Questionnaire Questionnaire; and
(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (d) in the case of any partyexcept that, such other address or telecopier number as such party may hereafter specify if not given during normal business hours for the purpose by notice recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the Administrative Agent and the Company. Each such noticeextent provided in paragraph (b) below, request or other communication shall be effective as provided in said paragraph (ib).
(b) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid and return receipt requested, (ii) if given by telecopier, when transmitted to the telecopier number specified in this Section or (iii) if given by any other means, when delivered at the relevant address specified by such party pursuant to this Section; provided that notices to the Administrative Agent under Article II or Article VIII shall not be effective until received. Notices and other communications to the Banks Lenders and any Issuing Bank hereunder may be delivered or furnished by electronic communications using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable BankLender. The Administrative Agent or the Account Parties ANTERO CREDIT AGREEMENT Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 82 The PlatformUnless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.
(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLEAll notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.” THE ADMINISTRATIVE AGENT AND ITS RELATED PARTIES (THE “AGENT PARTIES”) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
Appears in 1 contract