Common use of Miscellaneous Notices Clause in Contracts

Miscellaneous Notices. Except in the case of notices and other communications expressly permittedSECTION 9.01 to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmission, as follows: If to any Loan Party, to:(a) -148- N-able International Holdings II, LLC 000 Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@x-xxxx.xxx With copies to: Silver Lake Partners 00 Xxxxxx Xxxxx 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Xxxx Xxxxxxxx Email: Xxxx.Xxxxxxx@XxxxxxXxxx.xxx Xxxxx Xxxxx, LLC 000 Xxxxxxxxxx Xxxxxx, 32nd Floor San Francisco, CA 94111 Attn: Xxxxx Xxxx Email: xxxxx@xxxxxxxxxx.xxx Ropes & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxx: (000) 000-0000 Email: xxxxx.xxxx@xxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxx.xxx (b) If to the Administrative Agent, to: JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (c) If to the Administrative Agent, solely with respect to Borrowing Requests, Interest Election Requests, Notices of Loan Prepayments, Specified Discount Prepayment Notices, Solicited Discounted Prepayment Notices and Acceptance and Prepayment Notices, to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (d) If to the Swingline Lender, solely with respect to Borrowing Requests and Notices of Loan Prepayments, to: -149- JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (e) If to any Issuing Bank, to it at its address (or fax number or email address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, and the Borrower (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and (f) If to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). The Borrower may change its address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to the Borrower and the Lenders may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the -150-

Appears in 1 contract

Samples: Credit Agreement (N-Able, Inc.)

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Miscellaneous Notices. Except in the case of notices and other communications expressly permittedSECTION expresslySECTION 9.01 permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmissiontelecopy, as follows: If if to any Loan Partythe Borrower, to:(ato the Borrower in care of Xxxxxxx Capital Essential(a) -148- N-able International Holdings Asset REIT II, LLC 000 Xxxxxxxxx Xx.Inc. atReal Estate Company, LLC, Xxxxxxx Capital Plaza, 0000 X. Xxxxx 000 XxxxxxxxxXxxxxx, XX 00000 Xx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx X. Xxxxx Xxxxxxx and Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@x-xxxx.xxx With copies to: Silver Lake Partners 00 Xxxxxx Xxxxx 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Xxxx Xxxxxxxx Email: Xxxx.Xxxxxxx@XxxxxxXxxx.xxx Xxxxx Xxxxx, LLC 000 Xxxxxxxxxx Xxxxxx, 32nd Floor San Francisco, CA 94111 Attn: Xxxxx Xxxx Email: xxxxx@xxxxxxxxxx.xxx Ropes & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxx: (Telephone No. (000) 000-0000 Emailand Telecopy No. (000) 000-0000); email: xxxxx.xxxx@xxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxx.xxx xxxxxx@xxxxxxxxxxxxxx.xxx); copy to: Xxxx HigginsNina Momtazee Xxxxxx, Xxxxxxx Capital Real Estate Company, LLC, 000 Xxxxxx Xxxxx000 X. Xxxxxxxxx Plaza, Suite 1801950, XxxxxxxxxXxxxxxx, Xxxxxxxx 00000 (bTelephone No. (000) If 000-0000 and 60606 (Telecopy No. (847312) 000-0000000-0000; email: xxxxxxx@xxxxxxxxxxxxxx.xxx). if to the Administrative Agent, to: JPMorgan Chase Bankto KeyBank National Association, N.A.225(b) Xxxxxxxx Xxxxxx, as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx NewarkXxxxxx, DE 19713 Xxxxxxxxxxxxx, Attention: Xxxxxx XxxxxxXxxxxxxxxxx X. Xxxx, Client Processing Specialist Tel: 0-(Telephone No. (000) 000-000-0000 Fax0000; email: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (c) If xxxxxxxxxxx_x_xxxx@xxxxxxx.xxx); and if to the Administrative Agent, solely with respect to Borrowing Requests, Interest Election Requests, Notices of Loan Prepayments, Specified Discount Prepayment Notices, Solicited Discounted Prepayment Notices and Acceptance and Prepayment Notices, to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (d) If to the Swingline Lender, solely with respect to Borrowing Requests and Notices of Loan Prepayments, to: -149- JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (e) If to any Issuing Bank, to it at its address KeyBank National Association, 000 Xxxxxxxx(x) Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, Attention: Xxxxxxxxxxx X. Xxxx, (or fax number or email addressTelephone No. (000) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, and the Borrower (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof000-0000; email: xxxxxxxxxxx_x_xxxx@xxxxxxx.xxx); and if to a Swingline Lender, to it at (fi) If KeyBank National Association, 225(d) Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, Attention: Xxxxxxxxxxx X. Xxxx, (Telephone No. (000) 000-0000; email: xxxxxxxxxxx_x_xxxx@xxxxxxx.xxx), (ii) Xxxx xx Xxxxxxx, X.X., XX0-000-00-00, 000 X. XxXxxxx Street, Chicago, IL 60603 (T) 312.828.5721 (F) 312.992.9767, email: xxxxxx.xxxxxxx@xxxx.xxx, and (iii) Xxxxx Fargo Bank, N.A., Attn: Xxxx Xxxxxxx – Phone 000-000-0000 – email Xxxx.X.Xxxxxxx@xxxxxxxxxx.xxx and to: Xxxxx Xxxxx – Xxxxx.Xxxxx@xxxxxxxxxx.xx; and if to any other Lender, to it at its address (or fax telecopy number or email addressemail) set set(e) forth in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier serviceon the signature pages of this Agreement, or mailed as provided to Borrower in writing by certified the Administrative Agent or registered mailthe Lender. In addition to the foregoing delivery methods, shall be deemed to have been given when received; all notices and other communications sent by fax provided for herein shall also be delivered via email to the email addresses provided above or other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient)otherwise provided or changed in accordance with this Section 9.01. The Borrower Any party hereto may change its addressaddress or, telecopy number and/or email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for other parties hereto. All notices and other communications hereunder by notice to the Borrower and the Lenders may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices given to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified party hereto in accordance with the Administrative Agent that it is incapable provisions of receiving notices under such Article by electronic communication. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders this Agreement shall be entitled deemed to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly have been given by or on behalf of the Borrower even if (i) if given by telecopy, when such notices were not made telecopy is transmitted to the telecopy number specified in a manner specified herein, were incomplete this Section and the appropriate confirmation is received (or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the -150-if - 117 - \\DC - 769032/000001 - 15799738 v7

Appears in 1 contract

Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)

Miscellaneous Notices. (a) Except in the case of notices and other otherSECTION 9.01. communications expressly permittedSECTION 9.01 permitted to be given by telephonetelephone or Electronic Systems (and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmission, as follows: If 112 (i) if to any Loan Party, to:(a) -148- N-able International Holdings IIto it in case of the Borrower at: Potbelly Sandwich Works, LLC 000 Xxxxxxxxx Xx.X. Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx000000 Xxxxxxx, XX 00000 Xxxxxxxx 60606 Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxx CoyneSteve Cirulis, CFO Fax No: 000.000.0000 E-Mail: Xxxx.Xxxxx@Potbelly Email: xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@xxxxxxxx.xxx With copies a copy to: Silver Lake Partners 00 Xxxxxx Xxxxx 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Xxxx Xxxxxxxx Email: Xxxx.Xxxxxxx@XxxxxxXxxx.xxx Xxxxx XxxxxPotbelly Sandwich Works, LLC 000 Xxxxxxxxxx X. Xxxxx Xxxxxx, 32nd Floor San FranciscoXxxxx 000000 Xxxxxxx, CA 94111 AttnXxxxxxxx 60606 Attention: Xxxxx Xxxx EmailMatt RevordAdiya Xxxxx, SVP General Counsel, Chief Legal Officer & Secretary Fax No: xxxxx@xxxxxxxxxx.xxx Ropes & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000000.000.0000 E-0000 AttnMail: Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxx: xxxx.xxxxxxxxxxx.xxxxx@xxxxxxxx.xxx (000ii) 000-0000 Email: xxxxx.xxxx@xxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxx.xxx (b) If if to the Administrative Agent, to: JPMorgan Agent or Chase in its capacity as an Issuing Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (c) If to the Administrative Agent, solely with respect to Borrowing Requests, Interest Election Requests, Notices of Loan Prepayments, Specified Discount Prepayment Notices, Solicited Discounted Prepayment Notices and Acceptance and Prepayment Notices, to: JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newarkat: 00 X. Xxxxxxxx, DE 19713 35th Floor Chicago, Illinois 60603 Attention: Xxxxxx Xxxxxx, Client Processing Specialist TelXxxxxxxx Deck Fax No: 0000.000.0000 E-000-000-0000 FaxMail: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (d) If to the Swingline Lender, solely with respect to Borrowing Requests and Notices of Loan Prepayments, xxxxxxxx.x.xxxx@xxxxx.xxx With a copy to: -149- JPMorgan Chase BankXxxxxx Xxxxxx LLP 000 X. Xxxxxx Drive, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx NewarkSuite 7100 Chicago, DE 19713 Illinois 60606 Attention: Xxxxxx Xxxxxx, Client Processing Specialist TelXxxxx X. Xxxxxxx Fax No: 0000.000.0000 E-000-000-0000 FaxMail: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx xxxxxxxx@xxxxxxxxxxxx.xxx (eiii) If if to any other Lender or Issuing Bank, to it at its address (or fax number or email address) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, and the Borrower (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and (f) If to any other Lender, to it at its address (or fax number or email address) set forth in its Administrative Questionnaire. Notices All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, mail shall be deemed to have been given when received; notices and , (ii) sent 113 (a) No failure or delay by theSECTION 9.02. Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other communications sent by fax Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other electronic transmission shall be deemed to have been given when sent (except that, if not given during normal business hours for or further exercise thereof or the recipient, shall be deemed to have been given at the opening exercise of business on the next business day for the recipient)any other right or power. The Borrower may change its address, email or facsimile number for notices rights and other communications hereunder by notice to remedies of the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to the Borrower Issuing Bank and the Lenders may change their addresshereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, email and then such waiver or facsimile number consent shall be effective only in the specific instance and for notices and other communications hereunder by notice to the Administrative Agentpurpose for which given. Notices and other communications to Without limiting the Lenders and generality of the Issuing Banks hereunder may also be delivered foregoing, the making of a Loan or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing issuance of a Letter of Credit shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, be construed as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses a waiver of any kind (Default, regardless of whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the -150-114

Appears in 1 contract

Samples: Credit Agreement (Potbelly Corp)

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Miscellaneous Notices. (a) Except in the case of notices and other communications expressly permittedSECTION 9.01 permitted to be given by telephonetelephone or other means permitted hereunder (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, e-mail or other electronic transmissiontelecopy, as follows: If : (i) if to any Loan Partythe Company, to:(a) -148- N-able International Holdings IIto it c/o Fiserv, LLC Inc., 000 Xxxxxxxxx Xx., Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx and Xxxxx Xxxxxxx Email: xxxxx.xxxxxxx@x-xxxx.xxx xxxxx.xxxxxxx@x-xxxx.xxx With copies to: Silver Lake Partners 00 Xxxxxx Xxxxx 550 West 34th Street, 40th Floor New York, NY 10001 Attention: Xxxx Xxxxxxxx Email: Xxxx.Xxxxxxx@XxxxxxXxxx.xxx Xxxxx Xxxxx, LLC 000 Xxxxxxxxxx XxxxxxXxxxxxxxxx, 32nd Floor San FranciscoXxxxxxxxx 00000, CA 94111 Attn: Xxxxx Xxxx Email: xxxxx@xxxxxxxxxx.xxx Ropes Attention of Xxxxxx Xxx, Chief Financial Officer, and Xxxxxxx Xxxx, Senior Vice President, Tax & Gray LLP Prudential Tower, 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxx Xxxx and Xxxx Xxxxxx Xxxxxxxxx: Treasury (Facsimile No. (000) 000-0000 Email0000; email: xxxxx.xxxx@xxxxxxxxx.xxx xxxx.xxxxxx@xxxxxxxxx.xxx Xxxx.Xxxx@xxxxxx.xxx), with a copy to, in the case of any notice of Default or Event of Default, (bA) If Xxxx X. XxXxxxxx, Chief Legal Officer (Facsimile No. (000) 000-0000; email: Xxxx.XxXxxxxx@Xxxxxx.xxx), and (B) Xxxx XxXxxxxx, Xxxxxxxx & Xxxxxxxx LLP (Facsimile No. (000) 000-0000; email: xxxxxxxxx@xxxxxxxx.xxx); (ii) if to the Administrative Agent, to: to JPMorgan Chase Bank, N.A., as Administrative Agent 000 00 Xxxxx Xxxxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx 00000, Attention of Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-Xxxxxxx (Telecopy No. (000) 000-000-0000 Fax0000; email: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (c) If xxx.xxxxxx.xxx@xxxxxxxx.xxx), and with a copy to the Administrative Agent, solely with respect to Borrowing Requests, Interest Election Requests, Notices of Loan Prepayments, Specified Discount Prepayment Notices, Solicited Discounted Prepayment Notices and Acceptance and Prepayment Notices, to: JPMorgan Chase Bank, N.A. N.A., 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention of Xxx Xxxx (Telecopy No. (000) 000-000-0000 Fax0000; email: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx xxx.xxxx@xxxxxxxx.xxx) and (dC) If to in the Swingline Lender, solely with respect to Borrowing Requests and Notices case of Loan Prepayments, to: -149- JPMorgan Chase Bank, N.A. 000 Xxxxxxx Xxxxxxxxxx Xxxx Newark, DE 19713 Attention: Xxxxxx Xxxxxx, Client Processing Specialist Tel: 0-000-000-0000 Fax: 0-000-000-0000@xxx.xxxxxxx.xxx Email: xxxxxx.xxxxxx@xxxxxxxx.xxx (e) If to any Issuing Banka notification of the DQ List, to it at its address XXXXX_Xxxxxxx@xxxxxxxx.xxx; (or fax number or email addressiii) most recently specified by it in a notice delivered to the Administrative Agent, Holdings, and the Borrower (or, in the absence of any such notice, to the address (or fax number or email address) set forth in the Administrative Questionnaire of the Lender that is serving as such Issuing Bank or is an Affiliate thereof); and (f) If if to any other Lender, to it at its address (or fax number or email addresstelecopy number) set forth in its Administrative Questionnaire. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by fax or other electronic transmission facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Borrower Administrative Agent or the Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications #91672042V18 75 pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. (d) Any party hereto may change its address, email address or facsimile telecopy number for notices and other communications hereunder by notice to the Administrative Agent, the Administrative Agent may change its address, email or facsimile number for notices and other communications hereunder by notice to the Borrower and the Lenders may change their address, email or facsimile number for notices and other communications hereunder by notice to the Administrative Agent. Notices and other communications to the Lenders and the Issuing Banks hereunder may also be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLEparties hereto.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses have resulted from the willful misconduct, bad faith or gross negligence of the Administrative Agent or any of its Related Parties, as applicable. The Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the -150-

Appears in 1 contract

Samples: Term Loan Credit Agreement (Fiserv Inc)

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