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Common use of Electronic Systems Clause in Contracts

Electronic Systems. (i) Each Loan Party 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 any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “Electronic System”). (i) Although the Electronic System 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 Fourth Restatement Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution. (ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in 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 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 Borrowers or the other Loan Parties, any Lender, the 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 Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 3 contracts

Samples: Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc), Credit Agreement (Wesco International Inc)

Electronic Systems. (i) Each Loan Party The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank Fronting Banks and the other Lenders Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or any other electronic system a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (collectively, an the Approved Electronic SystemPlatform”). (iii) Although the Approved Electronic System 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 Fourth Restatement Closing Date, a user ID/password authorization system) and the Approved Electronic System Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic System Platform only on a deal-by-deal basis, each of the Lenders, Banks and the Issuing Bank and each 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 Bank that are added to the Approved Electronic SystemPlatform, and that there may be are confidentiality and other risks associated with such distribution. Each of the Lenders, Banks and the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Approved Electronic System Platform and understands and assumes the risks of such distribution. (iiiii) Any The Approved Electronic System used by Platform and the Administrative Agent is Communications are provided “as is” and “as available.” The None of the Administrative Agent Parties or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (as defined belowthe “Communications Parties”) do not warrant the adequacy of such the Approved Electronic Systems Platform and each expressly disclaim disclaims liability for errors or omissions 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 Communications Party in connection with the Communications or any Approved Electronic SystemPlatform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) Communications Party have any liability to the Borrowers or the other Loan Parties, any Lender, the Issuing Bank parties hereto 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 the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender Bank or the Issuing any Fronting Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp), Revolving Credit Agreement (Vornado Realty Lp)

Electronic Systems. (i) Each Loan Party 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 any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “Electronic System”). (i) Although the Electronic System 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 Fourth Restatement Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution.. US-DOCS\114000287.20119598083.7 (ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in 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 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 Borrowers or the other Loan Parties, any Lender, the 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 Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Credit Agreement (Wesco International Inc)

Electronic Systems. (i) Each Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Bank Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “a substantially similar Electronic System”). (iii) Although the Electronic System 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 Fourth Restatement Effective Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, each of the Issuing Bank Banks and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Bank Banks and each the Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution. (iiiii) Any Electronic System used by the Administrative Agent is and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the CommunicationsCommunications and such Electronic System. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any of its their Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers Borrower or the other Loan Parties, any Lender, the any Issuing Bank or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic SystemSystem other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “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 any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP)

Electronic Systems. (i) Each Loan Party 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 any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “a substantially similar Electronic System”). (iii) Although the Electronic System 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 Fourth Restatement Effective Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, Lenders and the Issuing Bank and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, Lenders and the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution. (iiiii) Any Electronic System used by the Administrative Agent is and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the CommunicationsCommunications and such Electronic System. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any of its their Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers Borrower or the other Loan Parties, any Lender, the Issuing Bank Lender or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic SystemSystem other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Term Loan Agreement (Brixmor Operating Partnership LP)

Electronic Systems. (i) Each Loan Party The Borrower 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 Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or any other electronic system a substantially similar Electronic System chosen by the Administrative Agent to be its electronic transmission system (collectively, an the Approved Electronic SystemPlatform”). (iii) Although the Approved Electronic System 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 Fourth Restatement Effective Date, a user ID/password authorization system) and the Approved Electronic System Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic System Platform only on a deal-by-deal basis, each of the Lenders, Banks and the Issuing Bank and each 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 Bank that are added to the Approved Electronic SystemPlatform, and that there may be are confidentiality and other risks associated with such distribution. Each of the Lenders, Banks and the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Approved Electronic System Platform and understands and assumes the risks of such distribution. (iiiii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The None of the Administrative Agent Parties or the Borrower or any of their respective Affiliates and such Affiliates’ respective directors, officers, employees, agents or advisors (as defined belowthe “Communications Parties”) do not warrant the adequacy of such Electronic Systems and each expressly disclaim disclaims liability for errors or omissions in 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 Communications 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”) Communications Party have any liability to the Borrowers or the other Loan Parties, any Lender, the Issuing Bank parties hereto 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 the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, Agent or any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Term Loan Agreement (Vornado Realty Lp)

Electronic Systems. (i) Each Loan Party 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 any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “a substantially similar Electronic System”). (iii) Although the Electronic System 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 Fourth Restatement Effective Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, Lenders and the Issuing Bank and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, Lenders and the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution. (iiiii) Any Electronic System used by the Administrative Agent is and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the CommunicationsCommunications or such Electronic System. No warranty of any kind, express, implied or statutory, including including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent Agent, any Joint Lead Arranger/Joint Bookrunner, any Joint Lead Arranger or any of its their Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers Borrower or the other Loan Parties, any Lender, the Issuing Bank Lender or any other Person or entity for damages of any kind, including including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic SystemSystem other than as a result of willful misconduct or gross negligence by such Person as determined by a final, non-appealable order of a court of competent jurisdiction. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Term Loan Agreement (Brixmor Operating Partnership LP)

Electronic Systems. (i) Each Loan Party 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 any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “Electronic System”). (iii) Although the Electronic System and its primary web portal are secured with generally-applicable generally-‎applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Fourth Third Restatement Date, a user ID/password authorization system) and the ‎the Electronic System is secured through a per-deal authorization method whereby each user ‎user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, the ‎the Issuing Bank and each Borrower acknowledges and agrees that the distribution of material through ‎through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible ‎responsible for approving or vetting the representatives or contacts of any Lender that are added to the ‎the Electronic System, and that there may be confidentiality and other risks associated with ‎with such distribution. Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution ‎distribution of the Communications through the Electronic System and understands and assumes ‎assumes the risks of such distribution.distribution.‎ (iiiii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in 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 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 Borrowers or the other Loan Parties, any Lender, the 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 Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Credit Agreement (Wesco International Inc)

Electronic Systems. (i) Each Loan Party 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 (as defined below) on Debt Domain, Intralinks, Syndtrak, ClearPar or any other electronic system chosen by the Administrative Agent to be its electronic transmission system (collectively, an “a substantially similar Electronic System”). (i) Although the Electronic System 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 Fourth Restatement Date, a user ID/password authorization system) and the Electronic System is secured through a per-deal authorization method whereby each user may access the Electronic System only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Electronic System and understands and assumes the risks of such distribution. (ii) Any Electronic System used by the Administrative Agent is and the Communications are provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy or completeness of the Communications or the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the CommunicationsCommunications or the Electronic System. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In Each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through the Electronic System 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 Electronic System, and that there may be confidentiality and other risks associated with such distribution. Other than (solely with respect to direct damages arising therefrom) in the case of gross negligence or willful misconduct of, or material breach of this Agreement by, an Agent Party (as defined below) to the extent determined in a final non-appealable judgment by a court of competent jurisdiction, in no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers Borrower or the other Loan Parties, any Lender, the Issuing Bank 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 the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of communications Communications through an Electronic System. “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 Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Appears in 1 contract

Samples: Loan Agreement (Kimco Realty Corp)