Common use of Counterparts; Electronic Execution Clause in Contracts

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 4 contracts

Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Credit Agreement (Clear Channel Outdoor Holdings, Inc.)

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Counterparts; Electronic Execution. This Agreement and each other Loan Document Amendment may be executed in one or more any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each Amendment by telecopy, emailed pdf. or any other Loan Document electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAmendment. The words “execution,” “execute”, “signed,” ”, “signature,” and “delivery” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Amendment and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include “Electronic Signatures” (defined as an electronic signaturessound, symbol, or process attached to, or associated with, a contract or other record adopted by a person with the electronic matching of assignment terms and intent to sign, authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itwithout its prior written consent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Loan Parties, electronic images of this Agreement Amendment or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 3 contracts

Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Documents (in each case, including with respect to Document and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages thereto.thereto and (iv) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one two or more counterparts, each of which shall be deemed constitute an original, original but all of which together which, when taken together, shall constitute but one contract, and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be become effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionin Section 9.03. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement, the Agreement or any other Loan Documents and Document or the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. The authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (iA) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Documents Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (iiB) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 2 contracts

Samples: Credit Agreement (Enhabit, Inc.), Credit Agreement (Encompass Health Corp)

Counterparts; Electronic Execution. This Agreement and each other Loan Document Amendment may be executed in one or more any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each Amendment by telecopy, emailed pdf. or any other Loan Document electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAmendment. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Amendment and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include “Electronic Signatures” (defined as an electronic signaturessound, symbol, or process attached to, or associated with, a contract or other record adopted by a person with the electronic matching of assignment terms and intent to sign, authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itwithout its prior written consent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Loan Parties, electronic images of this Agreement Amendment or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 2 contracts

Samples: Credit Agreement (Tempur Sealy International, Inc.), Tempur Sealy International, Inc.

Counterparts; Electronic Execution. This Agreement and each Unless Provider requires otherwise, to the extent this Agreement, any component thereof, or any other Loan Document may document, agreement or instrument to be executed in one connection with this Agreement (whether contemporaneously therewith or more counterpartsin the future) or the transactions contemplated thereby (collectively, each of which including this Agreement, the “Transaction Documents”), is to be signed by a party, such signature thereto delivered by a party via telecopy transmission or other electronic means shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionsignature. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Transaction Document shall be deemed to include electronic signatures, the electronic matching of assignment terms signatures and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of Notwithstanding the foregoing, if the Borrower Provider requires any Transaction Document be signed manually, then such Transaction Document must be signed by Merchant manually. Unless otherwise required by Prover, any Transaction Document may be executed in one or more counterparts, each of which, when taken together, shall be deemed an original and each of which may be introduced as evidence or used for any other Loan Party hereby (i) agree thatpurpose without the production of its duplicate counterparts. AMERICAN EXPRESS TERMS The following terms are specifically applicable to American Express Card Acceptance and are additional to and not in lieu of any other terms contained in this Agreement. Capitalized terms below not defined elsewhere in the Agreement shall have the meanings assigned in the American Express Network Rules. With respect to participation in an American Express acceptance program, for all purposes, electronic images in the event of a conflict between the terms below and other terms of this Agreement or any other Loan Documents (in each caseAgreement, including the terms below shall control with respect to any signature pages thereto) American Express transactions only. Merchant shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documentsbe bound by American Express Network Rules, including with respect to any signature pages theretothe Merchant Operating Guide: xxx.xxxxxxxxxxxxxxx.xxx/xxxxxxxxxxxxxxx.

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each other Loan Document by facsimile transmission shall be effective as delivery of an original a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAdministrative Agent. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Agreement and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching association of assignment terms signatures and contract formations records on electronic platforms approved by the Administrative Agentplatforms, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures 100 and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein Act or the Uniform Commercial Code, each as amended, and the parties hereto hereby waive any objection to the contrary, the provided that (x) nothing herein shall require Administrative Agent is under no obligation to agree to accept electronic signatures signature counterparts in any form or in any format unless expressly agreed to by the and (y) Administrative Agent pursuant reserves the right to procedures approved by it. Without limiting the generality of the foregoingrequire, at any time and at its sole discretion, the Borrower delivery of manually executed counterpart signature pages to any Loan Document and each the parties hereto agree to promptly deliver such manually executed counterpart signature pages. This Agreement and the other Loan Party hereby (i) agree thatDocuments, for all purposes, electronic images of this Agreement or and any other Loan Documents (in each case, including separate letter agreements with respect to fees payable to Administrative Agent, any signature pages thereto) shall have Joint Lead Arranger or any Lender, constitute the same legal effectentire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, validity and enforceability as any paper originaloral or written, and (ii) waive any argument, defense or right relating to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretosubject matter hereof.

Appears in 1 contract

Samples: Credit Agreement (Kadant Inc)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each other Loan Document by facsimile transmission shall be effective as delivery of an original a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAdministrative Agent. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Agreement and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching association of assignment terms signatures and contract formations records on electronic platforms approved by the Administrative Agentplatforms, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein Act or the Uniform Commercial Code, each as amended, and the parties hereto hereby waive any objection to the contrary, the provided that (x) nothing herein shall require Administrative Agent is under no obligation to agree to accept electronic signatures signature counterparts in any form or in any format unless expressly agreed to by the and (y) Administrative Agent pursuant reserves the right to procedures approved by it. Without limiting the generality of the foregoingrequire, at any time and at its sole discretion, the Borrower delivery of manually executed counterpart signature pages to any Loan Document and each the parties hereto agree to promptly deliver such manually executed counterpart signature pages. This Agreement and the other Loan Party hereby (i) agree thatDocuments, for all purposes, electronic images of this Agreement or and any other Loan Documents (in each case, including separate letter agreements with respect to fees payable to Administrative Agent, any signature pages thereto) shall have Joint Lead Arranger or any Lender, constitute the same legal effectentire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, validity and enforceability as any paper originaloral or written, and (ii) waive any argument, defense or right relating to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretosubject matter hereof.

Appears in 1 contract

Samples: Credit Agreement (Kadant Inc)

Counterparts; Electronic Execution. This Agreement and each other Loan Document ABL Guaranty may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which shall be deemed constitute an original, but all of which when taken together shall constitute one and a single contract. This ABL Guaranty may be in the same instrument. Delivery by telecopier or other electronic transmission form of an Electronic Record and may be executed counterpart of a signature page to this Agreement using Electronic Signatures (including, without limitation, facsimile and each other Loan Document .pdf) and shall be effective as delivery of considered an original executed counterpart of this Agreement original, and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of have the same legal effect, validity or and enforceability as a manually paper record. This ABL Guaranty may be executed signature in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a paper-based recordkeeping systemmanually signed paper communication which has been converted into electronic form (such as scanned into PDF format), as or an electronically signed communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of this ABL Guaranty in the case may beform of an imaged Electronic Record (an “Electronic Copy”), to which shall be deemed created in the extent ordinary course of the Administrative Agent’s business, and as provided for destroy the original paper document. This ABL Guaranty in any applicable lawthe form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the Federal Electronic Signatures in Global same legal effect, validity and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without ; provided, further, without limiting the generality of the foregoing, (a) to the Borrower and each other extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party hereby without further verification so long as it reasonably believes such Electronic Signature is genuine and (ib) agree thatupon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, for all purposesoriginal counterpart. #94589995v4 For purposes hereof, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) “Electronic Record” and “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (ii) waive any argument, defense or right it may be amended from time to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretotime.

Appears in 1 contract

Samples: Credit Agreement (Hayward Holdings, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier fax or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the Agreement or any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including including, without limitation, as in provided Parts 2 and 3 of the Federal Personal Information Protection and Electronic Signatures in Global and National Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the New York State Electronic Signatures and Records ActTransactions Act (British Columbia), the Electronic Transactions Act (Alberta), or any other similar state laws based on the Uniform Electronic Transactions ActCommerce Act of the Uniform Law Conference of Canada. The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that notwithstanding anything contained herein the failure to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form request or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have deliver the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest shall not limit the validity or enforceability of the Loan Documents based solely on the lack of paper original copies effectiveness of any Loan Documentsdocument or signature executed electronically or delivered by fax or other electronic transmission. THIS AGREEMENT has been executed effective the date first written above. OBSIDIAN ENERGY LTD., including with respect to any signature pages thereto.as Borrower By: “Xxxxx X. Xxxxx” Xxxxx X. Xxxxx Senior Vice President and Chief Financial Officer [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] ROYAL BANK OF CANADA, as Agent By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] ROYAL BANK OF CANADA, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] THE BANK OF NOVA SCOTIA, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] BANK OF MONTREAL, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] CANADIAN IMPERIAL BANK OF COMMERCE, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] EXPORT DEVELOPMENT CANADA, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] ATB FINANCIAL, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] XXXXXXXXXX XXX XXXXXXX XXXXXXXXXX XX QUÉBEC, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] NATIONAL BANK OF CANADA, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] BUSINESS DEVELOPMENT BANK OF CANADA, as Lender By: (Signed) Name: Title: By: (Signed) Name: Title: [Amended and Restated Credit Agreement – Obsidian Energy Ltd.] SCHEDULE A OBSIDIAN ENERGY LTD. AMENDED AND RESTATED CREDIT AGREEMENT MADE AS OF MARCH 26, 2021 DEFINITIONS

Appears in 1 contract

Samples: Credit Agreement (Obsidian Energy Ltd.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together shall constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrowers and the Administrative Agent. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each other Loan Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Credit Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement, the Agreement or any other Loan Documents and Credit Document or the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawApplicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Documents Credit Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Credit Documents based solely on the lack of paper original copies of any Loan Credit Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Credit Agreement (Silgan Holdings Inc)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by each Borrower, the Administrative Agent and the same instrumentLenders and each party has notified the Administrative Agent by telephone, that it has taken such action. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each other Loan Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAgreement. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement, the Agreement or any other Loan Documents and Document or the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures144 Electronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (iA) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Documents Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (iiB) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Credit Agreement (Woodward, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower Borrower, each Loan Party, and each other Loan Party in the case of clause (i), the Administrative Agent and the Lenders hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Documents (in each case, including with respect to Document and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Appears in 1 contract

Samples: Credit Agreement (MSC Industrial Direct Co Inc)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Documents (in each case, including with respect to Document and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages thereto.thereto and (iv) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 154

Appears in 1 contract

Samples: Abl Credit Agreement (Upbound Group, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Documents (in each case, including with respect to Document and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages theretothereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Appears in 1 contract

Samples: Credit Agreement (Blucora, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier fax or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAgreement. The words “execution,” ”, “execute”, “signed,” ”, “signature,” ”, and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including including, without limitation, as provided in Parts 2 and 3 of the Federal Personal Information Protection and Electronic Signatures in Global and National Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the New York State Electronic Signatures and Records ActTransactions Act (British Columbia), the Electronic Transactions Act (Alberta), or any other similar state laws based on the Uniform Electronic Transactions ActCommerce Act of the Uniform Law Conference of Canada. The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that notwithstanding anything contained herein the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission. IN WITNESS WHEREOF the parties hereto have executed this Agreement. BORROWER: OBSIDIAN ENERGY LTD. By: (“Signed”) Signature Page to the contraryFirst Amending Agreement LENDERS: ROYAL BANK OF CANADA By: (“Signed”) Name: Title: By: Name: Title: Signature Page to the First Amending Agreement BANK OF MONTREAL By: (“Signed”) Name: Title: By: Name: Title: Signature Page to the First Amending Agreement CANADIAN WESTERN BANK By: (“Signed”) Name: Title: By: Name: Title: Signature Page to the First Amending Agreement INDUSTRIAL AND COMMERCIAL BANK OF CHINA (CANADA) By: (“Signed”) Name: Title: By: Name: Title: Signature Page to the First Amending Agreement AGENT: ROYAL BANK OF CANADA, in its capacity as Agent By: (“Signed”) Name: Title: Signature Page to the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality First Amending Agreement SCHEDULE A LENDERS AND COMMITMENTS Lender Operating Facility Commitment Syndicated Facility Commitment Aggregate Individual Commitment Royal Bank of the foregoing, the Borrower Canada Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Bank of Montreal Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Canadian Western Bank Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Industrial and each other Loan Party hereby Commercial Bank of China (iCanada) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Total: Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] Cdn.$ [Redacted – Commercially Sensitive Information] SCHEDULE B FORM OF CONFIRMATION OF GUARANTEE AND SECURITY

Appears in 1 contract

Samples: First Amending Agreement (Obsidian Energy Ltd.)

Counterparts; Electronic Execution. This Agreement Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties and the Administrative Agent, each Existing Lender, each 2024 Delayed Draw Term Lender and each other Loan Document 2024 Incremental Revolving Lender agrees that any Electronic Signature associated with this Amendment shall be valid and binding on such Person to the same extent as a manual, original signature, and that this Amendment entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms hereof to the same extent as if manually executed original signature was delivered. This Amendment may be executed in one as many counterparts as necessary or more convenient, including both paper and electronic counterparts, each of which shall be deemed an original, but all of which together such counterparts shall constitute be one and the same instrumentsame. Delivery by telecopier For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or other electronic transmission acceptance of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other paper Communication which has been converted into electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby form (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agentsuch as scanned into PDF format), or the keeping of records in electronic forman electronically signed Communication converted into another format, each of which shall be of the same legal effectfor transmission, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent such Person pursuant to procedures approved by it. Without ; provided, without limiting the generality of the foregoing, (a) to the Borrower extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent, the Existing Lenders, the 2024 Delayed Draw Term Lenders and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or the 2024 Incremental Revolving Lenders shall be entitled to rely on any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, such Electronic Signature without further verification and (iib) waive any argument, defense or right to contest upon the validity or enforceability request of the Loan Documents based solely on Administrative Agent, the lack of paper Existing Lenders, the 2024 Delayed Draw Term Lenders or the 2024 Incremental Revolving Lenders, any Electronic Signature shall be promptly followed by a manually executed, original copies of any Loan Documents, including with respect to any signature pages theretocounterpart.

Appears in 1 contract

Samples: Credit Agreement (Tempur Sealy International, Inc.)

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Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by each Borrower, the Administrative Agent and the same instrumentLenders and each party has notified the Administrative Agent by telephone, that it has taken such action. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each other Loan Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAgreement. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement, the Agreement or any 130 other Loan Documents and Document or the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (iA) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Credit Parties, electronic images of this Agreement or any other Loan Documents Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (iiB) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Credit Agreement (Woodward, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document ABL Guaranty may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which shall be deemed constitute an original, but all of which when taken together shall constitute one and a single contract. This ABL Guaranty may be in the same instrument. Delivery by telecopier or other electronic transmission form of an Electronic Record and may be executed counterpart of a signature page to this Agreement using Electronic Signatures (including, without limitation, facsimile and each other Loan Document .pdf) and shall be effective as delivery of considered an original executed counterpart of this Agreement original, and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of have the same legal effect, validity or and enforceability as a manually paper record. This ABL Guaranty may be executed signature in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a paper-based recordkeeping systemmanually signed paper communication which has been converted into electronic form (such as scanned into PDF format), as or an electronically signed communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one or more copies of this ABL Guaranty in the case may beform of an imaged Electronic Record (an “Electronic Copy”), to which shall be deemed created in the extent ordinary course of the Administrative Agent’s business, and as provided for destroy the original paper document. This ABL Guaranty in any applicable lawthe form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the Federal Electronic Signatures in Global same legal effect, validity and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without ; provided, further, without limiting the generality of the foregoing, (a) to the Borrower and each other extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party hereby without further verification so long as it reasonably believes such Electronic Signature is genuine and (ib) agree thatupon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, for all purposesoriginal counterpart. For purposes hereof, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) “Electronic Record” and “Electronic Signature” shall have the same legal effectmeanings assigned to them, validity and enforceability respectively, by 15 USC §7006, as any paper original, and (ii) waive any argument, defense or right it may be amended from time to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretotime.

Appears in 1 contract

Samples: Abl Credit Agreement (Hayward Holdings, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.165

Appears in 1 contract

Samples: Credit Agreement (Rent a Center Inc De)

Counterparts; Electronic Execution. This Agreement and each other Loan Document any amendments, waivers, consents or supplements may be executed in one or more any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each by telecopy, emailed pdf. or any other Loan Document electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAgreement. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Agreement and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to shall require the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretowithout its prior written consent.

Appears in 1 contract

Samples: And Term Loan Agreement (Columbia Property Trust, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier fax or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAgreement. The words “execution,” ”, “execute”, “signed,” ”, “signature,” ”, and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including including, without limitation, as provided in Parts 2 and 3 of the Federal Personal Information Protection and Electronic Signatures in Global and National Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the New York State Electronic Signatures and Records ActTransactions Act (British Columbia), the Electronic Transactions Act (Alberta), or any other similar state laws based on the Uniform Electronic Transactions ActCommerce Act of the Uniform Law Conference of Canada. The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that notwithstanding anything contained herein the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission. IN WITNESS WHEREOF the parties hereto have executed this Agreement. BORROWER: OBSIDIAN ENERGY LTD. By: “Xxxxx X. Xxxxx” Xxxxx X. Xxxxx Chief Financial Officer Signature Page to the contrarySecond Amending Agreement LENDERS: ROYAL BANK OF CANADA By: (Signed) Name: Title: By: (Signed) Name: Title: Signature Page to the Second Amending Agreement BANK OF MONTREAL By: (Signed) Name: Title: By: (Signed) Name: Title: Signature Page to the Second Amending Agreement CANADIAN WESTERN BANK By: (Signed) Name: Title: By: (Signed) Name: Title: INDUSTRIAL AND COMMERCIAL BANK OF CHINA (CANADA) By: (Signed) Name: Title: By: (Signed) Name: Title: AGENT: ROYAL BANK OF CANADA, the Administrative in its capacity as Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby By: (iSigned) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.Name: Title: SCHEDULE A FORM OF CONFIRMATION OF GUARANTEE AND SECURITY

Appears in 1 contract

Samples: Second Amending Agreement (Obsidian Energy Ltd.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission instrument and any of an executed counterpart of a signature page to the parties hereto may execute this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that by signing any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissioncounterpart. The words “execute,” “execution,” “execute”, “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any document other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement, the Agreement or any other Loan Documents and Document or the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signaturesElectronic Signatures or execution in the form of an Electronic Record, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable lawApplicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided . Each party hereto agrees that notwithstanding any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (iA) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Agreement or any other Loan Documents Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (iiB) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Credit Agreement (Black Stone Minerals, L.P.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document Amendment may be executed in one or more counterparts (and by different parties hereto on different counterparts), each of which shall be deemed constitute an original, but all of which when taken together shall constitute one a single contract. This Amendment and the same instrumentother Note Documents to which a Note Party is party constitute the entire contract between and among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document Amendment by telecopy or scanned electronic transmission shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAmendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents Amendment and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Note Purchase Agreement (Gauzy Ltd.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree that, for all purposes, electronic images of this Agreement or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.. SECTION 10.11

Appears in 1 contract

Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in one or more counterparts, any number of counterparts and by the different parties hereto on separate counterparts and each of which such counterpart shall be deemed to be an original, but all of which such counterparts shall together shall constitute but one and the same instrumentAgreement. Delivery Receipt by telecopier facsimile or other electronic transmission (including PDF) of an any executed counterpart of a signature page to this Agreement and each or any other Loan Document shall be constitute effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionpage. The words “executiondelivery,” “execute”, ,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or related to any other document to be signed executed in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. Without ; provided, further, without limiting the generality of the foregoing, upon the Borrower reasonable request of the Agent, any electronic signature shall be promptly followed by such manually executed counterpart. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Agent and each other Loan Party hereby Lender of a manually signed paper document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (ieach a “Communication”) agree thatwhich has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for all purposestransmission, electronic images delivery and/or retention. The Borrower hereby acknowledges the receipt of a copy of this Agreement and all other Loan Documents. The Agent and each Lender may, on behalf of the Borrower, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Documents. The Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then (in each caseother than the Irish Collateral Documents) destroy the paper original as part of the Agent’s and the Lender’s normal business practices, including with respect the electronic image deemed to any signature pages thereto) shall have be an original and of the same legal effect, validity and enforceability as any the paper original, and (ii) waive any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages theretooriginals.

Appears in 1 contract

Samples: Credit Agreement (Baudax Bio, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document Amendment may be executed in one or more any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of this Agreement and each Amendment by telecopy, emailed pdf. or any other Loan Document electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmissionAmendment. The words “execution,” “execute”, “signed,” ”, “signature,”, “delivery” and words of like import in or related relating to any document to be signed in connection with this Agreement, the other Loan Documents Amendment and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) shall be deemed to include “Electronic Signatures” (defined as an electronic signaturessound, symbol, or process attached to, or associated with, a contract or other record adopted by a person with the electronic matching of assignment terms and intent to sign, authenticate or accept such contract formations on electronic platforms approved by the Administrative Agentor record), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by itwithout its prior written consent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party party hereto hereby (i) agree agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Loan Parties, electronic images of this Agreement Amendment or any other Loan Documents (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Appears in 1 contract

Samples: Credit Agreement (Tempur Sealy International, Inc.)

Counterparts; Electronic Execution. This Agreement and each other Loan Document may be executed in by one or more of the parties to this Agreement on any number of separate counterparts, each and all of which said counterparts taken together shall be deemed an original, but all of which together shall to constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to of (x) this Agreement and each Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of an original a manually executed counterpart of this Agreement and Agreement, such other Loan Document or such Ancillary Document. The Agents may also require that any such documents and signatures delivered by telecopier or other electronic transmission be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier or other electronic transmission, as applicable. The words “execution,” “execute”, “signed,” “signature,” “delivery,” and words of like import in or related relating to any document to be signed in connection with this Agreement, the any other Loan Documents and the transactions contemplated hereby and thereby (including without limitation Assignment and Assumptions, amendments, Committed Loan Notices, waivers and consents) Document and/or any Ancillary Document shall be deemed to include electronic signaturesElectronic Signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained nothing herein to the contrary, shall require the Administrative Agent is under no obligation to agree to accept electronic signatures Electronic Signatures in any form or in any format unless expressly agreed to by the Administrative Agent without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agree agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement or Agreement, any other Loan Documents (in each case, including with respect to Document and/or any signature pages thereto) Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, and (ii) waive the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of the this Agreement, any other Loan Documents Document and/or any Ancillary Document based solely on the lack of paper original copies of any this Agreement, such other Loan DocumentsDocument and/or such Ancillary Document, respectively, including with respect to any signature pages thereto.thereto and (iv) waives any claim against any Lender-Related Person for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 158

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Samples: Abl Credit Agreement (Rent a Center Inc De)

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