Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and 8.4.(a) and (b) by posting any such Information to the Borrower’s internet website (as of the Agreement Date, wxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests in a writing specifying the applicable delivery instructions that the Borrower deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 2 contracts

Samples: Term Loan Agreement (UDR, Inc.), Credit Agreement (UDR, Inc.)

Appears in 2 contracts

Samples: Credit Agreement (Piedmont Office Realty Trust, Inc.), Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII~~IX. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly notify the Borrower of a change of any such e-mail address of the Agent. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such ~~Information~~ information is so posted. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1~~9.1., ~~8.2~~9.2., and ~~8.4.(a~~9.4.(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx) or when such information is available on the website of the Securities and Exchange Commission (or any Governmental Authority substituted therefore)(as of the Agreement Date, xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1~~13.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section ~~8.3~~9.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 2 contracts

Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such ~~Information~~ information is so posted. The Agent shall promptly notify each Lender by e-mail or otherwise when Information is posted to the Platform. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4.(b) and (bc) by posting any such Information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. The provisions of the immediately preceding clause (i) are not intended to limit the Lenders’ obligations under Section 12.8. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 2 contracts

Samples: Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such ~~Information~~ information is so posted. The Agent shall promptly notify each Lender by e-mail or otherwise when Information is posted to the Platform. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4.(c) and (bd) by posting any such Information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. The provisions of the immediately preceding clause (i) are not intended to limit the Lenders’ obligations under Section 12.8. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 2 contracts

Samples: Credit Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)

Electronic Delivery of Certain Information. (a) ~~The~~ Holdings and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII~~IX. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. ~~The~~ Any Information provided in such manner shall only be deemed to have been delivered to the Agent and the Lenders on the date on which the Agent posts such Information (which the Agent shall do promptly ~~post such Information~~ upon receipt) on behalf of Holdings or the Borrower~~’s behalf~~ , as applicable, on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”)~~. Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted~~. (b) In addition, Holdings and the Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1~~9.1., ~~8.2~~9.2., and ~~8.4.(a) and (b~~9.4.(a) by posting any such Information to ~~the Borrower’s~~ Holdings’ internet website (as of the ~~Agreement~~ Fifth Amendment Effective Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from Holdings or the Borrower that such Information has been posted to ~~the Borrower’s~~ Holdings’ internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1~~13.1., Holdings and the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) Holdings and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ Holdings and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to Holdings and the Borrower by the Agent or such Lender and (ii) in every instance ~~the Borrower~~ Holdings shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section ~~8.3~~9.3.(a). (d) ~~The~~ Each of Holdings and the Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to Holdings, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Each of Holdings and the Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by Holdings or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Morgans Hotel Group Co.)

Electronic Delivery of Certain Information. (a) ~~The~~ Holdings and the MG Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII~~IX. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly post such Information (which the Agent shall do promptly upon receipt) on behalf of Holdings or the MG Borrower~~’s behalf~~ , as applicable, on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”)~~. Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted~~. (b) In addition, Holdings and the MG Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1~~9.1., ~~8.2~~9.2., and ~~8.4.(a) and (b~~9.4.(a) by posting any such Information to ~~the Borrower’s~~ Holdings’ internet website (as of the ~~Agreement~~ Effective Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from Holdings or the MG Borrower that such Information has been posted to ~~the Borrower’s~~ Holdings’ internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1~~13.1., Holdings and the MG Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary ~~(i)~~ Holdings and the MG Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ Holdings and the ~~applicable delivery instructions that the~~ MG Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to Holdings and the MG Borrower by the Agent or such ~~Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3~~Lender, as applicable. (d) ~~The Borrower~~ Each of Holdings and the Borrowers acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to Holdings, the MG Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The Borrower~~ Each of Holdings and the Borrowers acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by Holdings or the ~~Borrower~~ Borrowers with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Morgans Hotel Group Co.)

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to ~~Article VIII.~~ Section 5.1 (collectively, ~~“Information”~~"INFORMATION") in an electronic format acceptable to the Administrative Agent by e-mailing any such Information to an e-mail address of the Administrative Agent as specified ~~to the Borrower~~ by the Agent from time to time. ~~The~~ Any Information provided in such manner shall only be deemed to have been delivered to the Administrative Agent ~~shall promptly post~~ and the Lenders on the date on which the Administrative Agent posts such Information on the Borrower’s 's behalf on an internet or intranet website to which each Lender and the Administrative Agent has access, whether a commercial, third-party website (such as Intralinks or ~~SyndTrak~~SyndTraks) or a website sponsored by the Administrative Agent (the ~~“Platform”~~"PLATFORM")~~. Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted~~. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1.~~5.1(a), ~~8.2., and 8.4.(a~~5.1(b) and (b5.1(e) by posting any such Information to the Borrower’s 's internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxx.net). Any such Information provided in such manner shall only be deemed to have been delivered to the Administrative Agent or a Lender (i) on the date on which the Administrative Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s 's internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Administrative Agent or a Lender either did not ~~receive~~ received such notice or after reasonable efforts was unable to access such website, then the Administrative Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1.~~10.1, the Borrower may notify the Administrative Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Administrative Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Administrative Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Administrative Agent a paper original of the Compliance Certificate required by Section ~~8.3~~5.1(c). (d) The Borrower acknowledges and agrees that the Administrative Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the ~~Borrower,~~ Borrower or any Subsidiary ~~or any other Loan Party~~ or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Administrative Agent’s 's communication thereof to the Lenders is otherwise permitted hereunder (collectively, the ~~“Communications”~~"COMMUNICATIONS") available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “"as is” " and “"as available” " and (iii) neither the Administrative Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Administrative Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.. (remainder of page left intentionally blank)

Appears in 1 contract

Samples: Credit Agreement (Harland John H Co)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an ~~e-mail~~ e‑mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an ~~e-mail~~ e‑mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Lender is responsible for signing up, and agrees to signup, for e-mail notifications by selecting "E-mail Alerts" on Parent's Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by Borrower posting such Information to the Parent’s internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, ANY CO-LEAD ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, each of the Issuing Banks, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the ~~Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness~~ right of the ~~Communications~~ Agent, any Lender or ~~the Platform and each expressly disclaims liability for errors~~ any Issuing Bank to give any notice or ~~omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Revolving Credit Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 6.1(j), 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Lender is responsible for signing up, and agrees to sign up, for e-mail notifications by selecting “E-mail Alerts” on Parent’s Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by the Borrower’s posting such Information to the Parent’s internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, THE LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the right of the Agent ~~nor~~ or any ~~of its Affiliates warrants the accuracy, adequacy~~ Lender to give any notice or ~~completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, ~~third-~~third- party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such ~~Information~~ information is so posted. The Agent shall promptly notify each Lender by e-mail or otherwise when Information is posted to the Platform. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4.(b) and (bc) by posting any such Information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. The provisions of the immediately preceding clause (i) are not intended to limit the Lenders’ obligations under Section 12.8. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Federal Realty Investment Trust)

Electronic Delivery of Certain Information. (a) ~~The~~ Holdings and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII~~IX. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. ~~The~~ Any Information provided in such manner shall only be deemed to have been delivered to the Agent and the Lenders on the date on which the Agent posts such Information (which the Agent shall do promptly ~~post such Information~~ upon receipt) on behalf of Holdings or the Borrower~~’s behalf~~ , as applicable, on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”)~~. Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted~~. (b) In addition, Holdings and the Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1~~9.1., ~~8.2~~9.2., and ~~8.4.(a) and (b~~9.4.(a) by posting any such Information to ~~the Borrower’s~~ Holdings’ internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from Holdings or the Borrower that such Information has been posted to ~~the Borrower’s~~ Holdings’ internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1~~13.1., Holdings and the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) Holdings and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ Holdings and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to Holdings and the Borrower by the Agent or such Lender and (ii) in every instance ~~the Borrower~~ Holdings shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section ~~8.3~~9.3.(a). (d) ~~The~~ Each of Holdings and the Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to Holdings, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Each of Holdings and the Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by Holdings or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Morgans Hotel Group Co.)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and 8.4.(a) and (b) by posting any such Information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests in a writing specifying the applicable delivery instructions that the Borrower deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (UDR, Inc.)

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Ashford Hospitality Trust Inc)

Electronic Delivery of Certain Information. (a) ~~The Borrower may deliver documents, materials and other information~~ Documents required to be delivered pursuant to ~~Article VIII. (collectively~~the Loan Documents shall be delivered by electronic communication and delivery, ~~“Information”) in an electronic format acceptable to~~ including, the ~~Agent by e-mailing any such Information to an~~ Internet, e-mail ~~address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet~~ or intranet ~~website~~ websites to which the Administrative Agent and each Lender ~~and the Agent has access, whether~~ have access (including a commercial, third-party website (such as ~~Intralinks or SyndTrak)~~ xxx.Xxxxx.com or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (~~the “Platform”)~~i) notices to any Lender pursuant to Article II. ~~Such Information shall only be deemed to have been delivered~~ except to the ~~Lenders on~~ extent otherwise agreed by the ~~date on which such Information is so posted.~~ Administrative Agent, and (bii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. In addition, the Borrower may deliver ~~Information~~ information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.5.(b) and (bc) by posting any such ~~Information~~ information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxx.xxx). Any such ~~Information~~ information provided in such manner shall ~~only~~ be deemed to have been delivered to the Administrative Agent or a Lender ~~(i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii)~~ only if such ~~Information~~ information is publicly available without charge on such website. If for any reason, such information was not generally available to the Administrative Agent or a such Lender ~~either did not receive such notice or after reasonable efforts was unable to access~~ from such website, then the Administrative Agent or such Lender, as applicable, shall not be deemed to have received such ~~Information~~information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Administrative Agent or a Lender that ~~Information~~ information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative Agent or such Lender, as applicable. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered on the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website, and except in the case of information required to be delivered pursuant to Sections 8.1. , 8.2., and 8.5.(b) and (c) ), the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 12:00 noon on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in ~~this~~ every instance the Borrower shall be required to provide paper copies or electronic copies in portable document format (or other comparable format) of the certificate required by Section 8.3. to the ~~contrary (i) the Borrower~~ Administrative Agent and shall deliver paper copies of ~~Information~~ any documents (including the certificate required by Section 8.3.) to the Administrative Agent or to any Lender that requests ~~in a writing specifying the applicable delivery instructions that the Borrower deliver~~ such paper copies until a written request to cease delivering paper copies is given ~~to the Borrower~~ by the Administrative Agent or such ~~Lender and (ii) in every instance~~ Lender. Except for the ~~Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate~~ certificates required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of ~~any of~~ the ~~Information or other materials referred to above~~documents delivered electronically, and in no any event shall have ~~any~~ no responsibility to monitor compliance by the Borrower with any such ~~requests~~request for delivery. Each Lender shall be solely responsible for requesting delivery to it or of paper copies and maintaining its ~~copies of~~ paper or electronic documents. (b) Documents required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such ~~Information or other materials~~purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.

Appears in 1 contract

Samples: Term Loan Agreement (Post Apartment Homes Lp)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an ~~e-mail~~ e‑mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Lender is responsible for signing up, and agrees to sign up, for e-mail notifications by selecting "E-mail Alerts" on Parent's Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by the Borrower’s posting such Information to the Parent's internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, ANY CO-LEAD ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the right of the Agent ~~nor~~ or any ~~of its Affiliates warrants the accuracy, adequacy~~ Lender to give any notice or ~~completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Lender is responsible for signing up, and agrees to sign up, for e-mail notifications by selecting "E-mail Alerts" on Parent's Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by the Borrower’s posting such Information to the Parent's internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, THE LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the right of the Agent ~~nor~~ or any ~~of its Affiliates warrants the accuracy, adequacy~~ Lender to give any notice or ~~completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Borrower may deliver documents, materials and other information required to be delivered pursuant to Article VIII. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”). Such ~~Information~~ information shall only be deemed to have been delivered to the Lenders on the date on which such ~~Information~~ information is so posted. The Agent shall promptly notify each Lender by e-mail or otherwise when Information is posted to the Platform. (b) In addition, the Borrower may deliver Information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.4.(b) and (bc) by posting any such ~~Information~~ information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxx.xxx). Any such ~~Information~~ information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information~~. In~~ , in addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its ~~Affiliates~~ affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. The provisions of the immediately preceding clause (i) are not intended to limit the Lenders’ obligations under Section 12.8. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the ~~Information~~ information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Federal Realty Investment Trust)

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 6.1(j), 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Xxxxxx is responsible for signing up, and agrees to sign up, for e-mail notifications by selecting “E-mail Alerts” on Parent’s Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by the Borrower’s posting such Information to the Parent’s internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, THE LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Xxxxxx’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the right of the Agent ~~nor~~ or any ~~of its Affiliates warrants the accuracy, adequacy~~ Lender to give any notice or ~~completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) ~~The Borrower may deliver documents, materials and other information~~ Documents required to be delivered pursuant to ~~Article VIII. (collectively~~the Loan Documents shall be delivered by electronic communication and delivery, ~~“Information”) in an electronic format acceptable to~~ including, the ~~Agent by e-mailing any such Information to an~~ Internet, e-mail ~~address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Borrower’s behalf on an internet~~ or intranet ~~website~~ websites to which the Administrative Agent and each Lender ~~and the Agent has access, whether~~ have access (including a commercial, third-party website (such as ~~Intralinks or SyndTrak)~~ xxx.Xxxxx.com or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (i) notices to any Lender (or the ~~“Platform”)~~Issuing Bank) pursuant to Article II. ~~Such Information shall only be deemed to have been delivered~~ except to the ~~Lenders on~~ extent otherwise agreed by the ~~date on which such Information is so posted.~~ Administrative Agent or the Issuing Bank, as the case may be, and (bii) any Lender that has notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications. In addition, the Borrower may deliver ~~Information~~ information required to be delivered pursuant to Sections 8.1., 8.2., and ~~8.4.(a~~8.5.(b) and (bc) by posting any such ~~Information~~ information to the Borrower’s internet website (as of the Agreement Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxx.xxx). Any such ~~Information~~ information provided in such manner shall ~~only~~ be deemed to have been delivered to the Administrative Agent or a Lender ~~(i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted to the Borrower’s internet website and (ii)~~ only if such ~~Information~~ information is publicly available without charge on such website. If for any reason, such information was not generally available to the Administrative Agent or a such Lender ~~either did not receive such notice or after reasonable efforts was unable to access~~ from such website, then the Administrative Agent or such Lender, as applicable, shall not be deemed to have received such ~~Information~~information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Administrative Agent or a Lender that ~~Information~~ information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Administrative Agent or such Lender, as applicable. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered on the date and time on which the Administrative Agent or the Borrower posts such documents or the documents become available on a commercial website, and except in the case of information required to be delivered pursuant to Sections 8.1. , 8.2., and 8.5.(b) and (c) ), the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 12:00 noon on the opening of business on the next business day for the recipient. Notwithstanding anything contained herein, in ~~this~~ every instance the Borrower shall be required to provide paper copies or electronic copies in portable document format (or other comparable format) of the certificate required by Section 8.3. to the ~~contrary (i) the Borrower~~ Administrative Agent and shall deliver paper copies of ~~Information~~ any documents (including the certificate required by Section 8.3.) to the Administrative Agent or to any Lender that requests ~~in a writing specifying the applicable delivery instructions that the Borrower deliver~~ such paper copies until a written request to cease delivering paper copies is given ~~to the Borrower~~ by the Administrative Agent or such ~~Lender and (ii) in every instance~~ Lender. Except for the ~~Borrower shall be required to provide to the Agent a paper original of the Compliance Certificate~~ certificates required by Section 8.3. (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of ~~any of~~ the ~~Information or other materials referred to above~~documents delivered electronically, and in no any event shall have ~~any~~ no responsibility to monitor compliance by the Borrower with any such ~~requests~~request for delivery. Each Lender shall be solely responsible for requesting delivery to it or of paper copies and maintaining its ~~copies of~~ paper or electronic documents. (b) Documents required to be delivered pursuant to Article II. may be delivered electronically to a website provided for such ~~Information or other materials~~purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Post Apartment Homes Lp)

Appears in 1 contract

Samples: Credit Agreement (Ashford Hospitality Trust Inc)

Appears in 1 contract

Samples: Revolving Credit Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) ~~The~~ Holdings and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII~~IX. (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-mail address of the Agent as specified ~~to the Borrower~~ by the Agent from time to time. ~~The~~ Any Information provided in such manner shall only be deemed to have been delivered to the Agent and the Lenders on the date on which the Agent posts such Information (which the Agent shall do promptly ~~post such Information~~ upon receipt) on behalf of Holdings or the Borrower~~’s behalf~~ , as applicable, on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as Intralinks or SyndTrak) or a website sponsored by the Agent (the “Platform”)~~. Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted~~. (b) In addition, Holdings and the Borrower may deliver Information required to be delivered pursuant to Sections ~~8.1~~9.1., ~~8.2~~9.2., and ~~8.4.(a) and (b~~9.4.(a) by posting any such Information to ~~the Borrower’s~~ Holdings’ internet website (as of the ~~Agreement~~ Fifth Amendment Effective Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxxxxxxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from Holdings or the Borrower that such Information has been posted to ~~the Borrower’s~~ Holdings’ internet website and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section ~~12.1~~13.1., Holdings and the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-mail address specified from time to time by the Agent or such Lender, as applicable. (c) Notwithstanding anything in this Section to the contrary (i) Holdings and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying the applicable delivery instructions that~~ Holdings and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to Holdings and the Borrower by the Agent or such Lender and (ii) in every instance ~~the Borrower~~ Holdings shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section ~~8.3~~9.3.(a). (d) The Borrower acknowledges and agrees that the Agent may make Information, as well as any other written information, reports, data, certificates, documents, instruments, agreements and other materials relating to the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. The Borrower acknowledges that (i) the distribution of material through an electronic medium, such as the Platform, is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Credit Agreement (Morgans Hotel Group Co.)

Appears in 1 contract

Samples: Revolving Credit Agreement (Piedmont Office Realty Trust, Inc.)

Electronic Delivery of Certain Information. (a) The Parent and the Borrower may deliver documents, materials and other information required to be delivered pursuant to Article ~~VIII.~~ VIII (collectively, “Information”) in an electronic format acceptable to the Agent by e-mailing any such Information to an e-e mail address of the Agent as specified to the Borrower by the Agent from time to time. The Agent shall promptly post such Information on the Parent’s or the Borrower’s behalf on an internet or intranet website to which each Lender and the Agent has access, whether a commercial, third-party website (such as ~~Intralinks~~ Intralinks, ClearPar or SyndTrak) or ~~a website sponsored~~ any other electronic platform chosen by the Agent to be its electronic transmission system (the “Platform”). Such Information shall only be deemed to have been delivered to the Lenders on the date on which such Information is so posted. (b) In addition, the Parent and the Borrower may deliver Information required to be delivered pursuant to Sections 6.1(j), 8.1., 8.2., and ~~8.4.(a~~8.4(b) and (bc) by posting any such Information to the ~~Borrower~~Parent’s internet website (as of the ~~Agreement~~ Effective Date, ~~wxx.xxx.xxx~~xxx.xxxxxxxxxxxx.xxx) or to the website of the Securities and Exchange Commission (xxx.xxx.xxx). Any such Information provided in such manner shall only be deemed to have been delivered to the Agent or a Lender (i) on the date on which the Agent or such Lender, as applicable, receives notice from the Borrower that such Information has been posted ~~to the Borrower’s internet website~~ and (ii) only if such Information is publicly available without charge on such website. If for any reason, the Agent or a Lender either did not receive such notice or after reasonable efforts was unable to access such website, then the Agent or such Lender, as applicable, shall not be deemed to have received such Information. In addition to any manner permitted by Section 12.1., the Borrower may notify the Agent or a Lender that Information has been posted to such a website by causing an e-mail notification to be sent to an e-e mail address specified from time to time by the Agent or such Lender, as applicable. Notwithstanding the foregoing, (i) the Agent and each Xxxxxx is responsible for signing up, and agrees to signup, for e-mail notifications by selecting “E-mail Alerts” on Parent’s Investor Relations webpage at http//xxxxxxxx.xxxxxxxxxxxx.xxx and submitting the e-mail address to which the Agent or such Lender, as the case may be, desires to have e-mail notifications delivered to the Agent or such Lender and the Agent and each Lender hereby agree that such e-mail notifications to such e-mail addresses will satisfy the notification requirements of this subsection (b), and (ii) failure of the Agent or any Lender to sign up for such e-mail notifications or to keep such e-mail addresses current shall relieve the Borrower from any obligation to provide e-mail notifications to the Agent or such Lender in order for the Information required to be delivered pursuant to Sections 8.1, 8.2, and 8.4(b) to be deemed to have been delivered by the Borrower by Borrower posting such Information to the Parent’s internet website. (c) Notwithstanding anything in this Section to the contrary (i) the Parent and the Borrower shall deliver paper copies of Information to the Agent or any Lender that requests ~~in a writing specifying~~ the ~~applicable delivery instructions that~~ Parent and the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given to the Borrower by the Agent or such Lender and (ii) in every instance the ~~Borrower~~ Parent shall be required to provide to the Agent a paper original of the Compliance Certificate required by Section 8.3. (d) The Parent and the Borrower ~~acknowledges~~ acknowledge and ~~agrees~~ agree that the Agent may make Information, as well as any other written information, notices, demands, reports, data, certificates, documents, instruments, agreements and other materials relating to the Parent, the Borrower, any Subsidiary or any other Loan Party or any other materials or matters relating to this Agreement, any of the other Loan Documents or any of the transactions contemplated by the Loan Documents, in each case to the extent that the Agent’s communication thereof to the Lenders is otherwise permitted hereunder (collectively, the “Communications”) available to the Lenders by posting the same on the Platform. ~~The~~ Although the Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Agent from time to time in accordance with customary industry standards in effect from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Platform is secured through a per-deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each of the Lenders, the Parent and the Borrower acknowledges and agrees that ~~(i)~~ the distribution of material through an electronic ~~medium~~medium is not necessarily secure, ~~such as~~ that the Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Platform, ~~is not necessarily secure~~ and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Parent and the Borrower hereby approves distribution of the Communications through the Platform and understands and assumes the risks of such distribution. THE PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT, ANY CO-LEAD ARRANGER, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE PLATFORM. Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Agent in writing (which could be in the form of electronic communication) from time to time of such Xxxxxx’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address. Each of the Lenders, the Parent and the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Platform ~~is provided “as is”~~ in accordance with the Agent’s generally applicable document retention procedures and ~~“as available” and (iii) neither~~ policies. Nothing herein shall prejudice the ~~Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness~~ right of the ~~Communications~~ Agent, any Lender to give any notice or ~~the Platform and each expressly disclaims liability for errors or omissions~~ other communication pursuant to any Loan Document in ~~the Communications or the Platform~~any other manner specified in such Loan Document. (e) The Agent shall have no obligation to request the delivery or to maintain copies of any of the Information or other materials referred to above, and in no event shall have any responsibility to monitor compliance by the Parent or the Borrower with any such requests. Each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such Information or other materials.

Appears in 1 contract

Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Common use of Electronic Delivery of Certain Information Clause in Contracts