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Common use of Electronic Systems Clause in Contracts

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 4 contracts

Samples: Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.), Credit Agreement (Texas Roadhouse, Inc.)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE(i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.” THE AGENT PARTIES (AS DEFINED BELOWii) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS Any Electronic System used by the Administrative Agent is provided "as is" and "as available". The Agent Parties (AS DEFINED BELOWas defined below) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s 's or the Administrative Agent’s 's transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). "Communications" means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (H&r Block Inc), Credit Agreement (H&r Block Inc)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided AS ISas isAND and AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the any Borrower, any Lender, the L/C Issuer Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 2 contracts

Samples: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE(i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.” THE AGENT PARTIES (AS DEFINED BELOWii) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS Any Electronic System used by the Administrative Agent is provided "as is" and "as available". The Agent Parties (AS DEFINED BELOWas defined below) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the "Agent Parties") have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s 's or the Administrative Agent’s 's transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). "Communications" means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.. SECOND AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT - Page 66

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)

Electronic Systems. (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Bank by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”). (ii) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (iii) THE APPROVED ELECTRONIC SYSTEM IS PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ”. THE AGENT APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC SYSTEM, PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM IN THE APPROVED ELECTRONIC 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 ANY AGENT PARTY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC SYSTEMPLATFORM. In no event shall the Administrative Agent or any of its Related Parties IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (collectivelyCOLLECTIVELY, the Agent PartiesAPPLICABLE PARTIES”) have any liability to the BorrowerHAVE ANY LIABILITY TO ANY LOAN PARTY, any LenderANY LENDER, the L/C Issuer or any other Person for lossesANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, claimsINCLUDING DIRECT OR INDIRECT, damagesSPECIAL, liabilities or expenses of any kind INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (whether in tortWHETHER IN TORT, contract or otherwiseCONTRACT OR OTHERWISE) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic SystemARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

Appears in 1 contract

Samples: Credit Agreement (Ethan Allen Interiors Inc)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided AS ISas isAND and AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding, INCLUDING ANY WARRANTY OF MERCHANTABILITYwithout limitation, FITNESS FOR A PARTICULAR PURPOSEany warranty of merchantability, NONfitness for a particular purpose, non-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer Lender or any other Person or entity for lossesdamages of any kind, claimsincluding, without limitation, direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internetan Electronic System, except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, Agent or any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Loan Agreement (Winnebago Industries Inc)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided AS ISas isAND and AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer any Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internet, an Electronic System except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Borrower), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Credit Agreement (Rogers Corp)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) The Company agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided AS ISas isAND and AS AVAILABLEas available.” THE AGENT PARTIES The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMexcept as otherwise expressly provided in this Section 9.01(d)(ii)). No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowerany Loan Party, any Lender, the L/C Issuer any Issuing Bank or any other Person or entity for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental or consequential damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowerany Loan Party’s or the Administrative Agent’s transmission of Communications through the Internet, an Electronic System except with respect to actual or direct damages to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the willful misconduct or gross negligence or willful misconduct of such any Agent Party; providedprovided that any Communication to any Lenders, howeverprospective Lenders, that in no event shall any Agent Party have any liability Participants or prospective Participants or, to the Borrowerextent such disclosure is otherwise permitted, any Lender, the L/C Issuer or to any other Person for indirectthrough an Electronic System shall be made subject to the acknowledgement and acceptance by such Person that such Communication is being disseminated or disclosed on a confidential basis (on terms substantially the same as set forth in Section 9.12 or otherwise reasonably acceptable to the Administrative Agent and the Company), special, incidental, consequential which shall in any event require “click through” or punitive damages (as opposed other affirmative actions on the part of the recipient to direct or actual damages)access such Communication. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.any Issuing

Appears in 1 contract

Samples: Credit Agreement (Regeneron Pharmaceuticals Inc)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED Each Borrower agrees that the Agents may, but shall not be obligated to, make any Communication by posting such Communication on an Electronic System. Any Electronic System used by the Agents is provided AS ISas isAND and AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMas available”. None of the Agents or any of their affiliates warrants, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONSor shall be deemed to warrant, the adequacy of any Electronic System and the Agents expressly disclaim liability for errors or omissions in the Communications. NO WARRANTY OF ANY KINDNone of the Agents or any of their affiliates is responsible for approving or vetting the representatives or contacts of any Lender that are added to any Electronic System. No warranty of any kind, EXPRESSexpress, IMPLIED OR STATUTORYimplied or statutory, INCLUDING ANY WARRANTY OF MERCHANTABILITYincluding any warranty of merchantability, FITNESS FOR A PARTICULAR PURPOSEfitness for a particular purpose, NONnon-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTSinfringement of third-party rights or freedom from viruses or other code defects, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made, or shall be deemed to be made, by the Agents or any of their affiliates in connection with the Communications or any Electronic System. In no event shall the Administrative any Agent or any of its Related Parties (collectively, the “Agent Parties”) affiliates have any liability to the Xxxxx Xxxxx, any Borrower, any Lender, the L/C Issuer any Issuing Bank, any Swingline Lender or any other Person for lossesdamages of any kind, claimsincluding direct or indirect, special, incidental, consequential or punitive damages, liabilities losses or expenses of any kind (whether in tort, contract or otherwise) arising out of the Kraft Heinz’s, any Borrower’s or the Administrative any Agent’s transmission of Communications through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer by means of electronic communications pursuant to this Section, including through an Electronic Systemits affiliates.

Appears in 1 contract

Samples: Credit Agreement (Kraft Heinz Co)

Electronic Systems. THE ELECTRONIC SYSTEM IS PROVIDED (i) Each Lender Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System. (ii) Any Electronic System used by the Administrative Agent is provided AS ISas isAND and AS AVAILABLE.” THE AGENT PARTIES as available”. The Agent Parties (AS DEFINED BELOWas defined below) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF COMMUNICATIONS (AS DEFINED BELOW) OR THE ADEQUACY OF THE ELECTRONIC SYSTEMdo not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM COMMUNICATIONS. NO WARRANTY OF ANY KINDexpress, EXPRESSimplied or statutory, IMPLIED OR STATUTORYincluding any warranty of merchantability, INCLUDING ANY WARRANTY OF MERCHANTABILITYfitness for a particular purpose, FITNESS FOR A PARTICULAR PURPOSEnon-infringement of third-party rights or freedom from viruses or other code defects, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH COMMUNICATIONS OR THE ELECTRONIC SYSTEMis made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Communications Borrower Materials through the Internetan Electronic System, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, the Guarantor, any Lender, the L/C Issuer Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Lender Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the L/C Issuer any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (H&r Block Inc)