Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows: (a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx; (b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and (c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Enviva Inc.), Credit Agreement (Enviva Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx 00 Xxxxxx Xxxxxx, Xxxxx 00009th Floor, XxxxxxxxNew York, Xxxxxxxx 00000New York 10014, Attention: Shai EvenXxx Xxxxxx, Fax No. Chief Operating Officer, Tel: (000-) 000-0000, EmailFax: Shai.Even@ xxxxxxxxxxxxx.xxx(000) 000-0000, xxxx@xxxxxxxxxxx.xxx; and with a copy copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to Xxxxxx each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxxx Xxxxxxx, Fax No. Tel: (000-) 000-0000, EmailFax: xxxxxxxxxxx@xxxxx.xxx(000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) if to the Credit Suisse AG as Administrative Agent or Collateral Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx XxxxxxEleven Madison Avenue, 00xx Xxxxx6th Floor, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Attention of Agency Manager (Fax No. (000-) 000-0000), Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when received; notices sent by facsimile fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” Holdings and the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrowers notify the Administrative Agent promptly that it is incapable such document contains material non-public information: (A) the Loan Documents, (B) notification of receiving notices under changes in the terms of the Term Loan Facility and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to, and receive, Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Lindblad Expeditions Holdings, Inc.), Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrower or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Chief Financial Officer (Fax No. 000-000-0000), Email: xxxxxxxxxxx@xxxxx.xxxwith a copy to General Counsel (Fax No. 000-000-0000);
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Agency Manager, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxx Xxxxx, Fax No. 000-000-0000, Emailemail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxOne Madison Avenue, 2nd Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttn: Xxxxxxx X. XxxxxxLoan Operations - Boutique Management, Fax No. Tel: 000-000-0000, Emaile-mail: xxxxxxx.xxxxxx@xx.xxxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Fairway Group Holdings Corp), Credit Agreement (Fairway Group Holdings Corp)
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 9.01), 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, as follows:
(a) if to any the Borrower, to it at School Specialty, Inc., X0000 Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, Attention of Xxxxxxx X. Xxxxxxx (Fax No. 000-000-0000, Email: xxxxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx);
(b) if to the Administrative Borrower at 0000 Xxxxxxxxx Agent, to Credit Suisse AG, Eleven Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, AttentionAttention of: Shai EvenXxxx Portrait, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxx LLPCredit Suisse AG, 000 Xxxxx Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttention of: Xxxx XxxxxxxxxxXxxxxxx Xxxxxxx, Fax Loan Operations – Boutique Management, Telephone No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01(a) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent All notices and other communications given to any party hereto, in accordance with the provisions of this Agreement, shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or mailed sent by fax or on the date five (5) Business Days after dispatch by certified or registered mailmail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01, or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to the Borrower or their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that, at the request of the Administrative Agent, (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when received; notices sent by facsimile authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material nonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given when sent (except that, if not given during normal business hours for be marked “PUBLIC,” unless 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent in writing (including by email) promptly prior to their intended distribution after the Borrower has had a reasonable opportunity to review the Borrower Materials that it is incapable any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of receiving notices under changes in the terms of the Credit Facilities and (3) all information delivered pursuant to Section 5.04(a), Section 5.04(b) and Section 5.04(d). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxMedley LLC, Xxxxx Attn: Xxxx Xxxxxxx, CFO, 375280 Park AveAvenue., 33rd6th Floor, New York, NY 10152,New York 10017; Tel. No. (000) 000-0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCity National Bank, Attn: Xxxxxxx Xxxxxxxxx, 000 Xxxxxxx X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000, Attention: Xxx XxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxXxxxxxx.Xxxxxxxxx@xxx.xxx;
(c) to City National Bank, with a copy to Xxxxxx & Attn: Xxxxxxx LLPXxxxxxxxx, 000 Xxxxx X. Xxxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxx, XX 00000, Attention: Xxxxxxx X. XxxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxxXxxxxxx.Xxxxxxxxx@xxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Revolving Credit Facility and (3) all financial statements and reports delivered pursuant to SectionsSection 5.04(a), 5.04(b) and 5.04(c) have been delivered. Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Medley Management Inc.), Credit Agreement (Medley LLC)
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed delivered or posted to have been given the Platform, or three Business Days after being deposited in the mail, postage prepaid, hand delivered or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower or the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Cutera, Inc. 0000 Xxxxxxxx Xxxxxxxxx Brisbane, California 94005 Attention: Xxxxxxxx Xxxxxx, Chief Legal Officer Email: xxxxxxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Ropes & Gray, LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Attention: Xxxxxxxx Xxxxxx Xxxxxxx X. Xxxxxxx Telephone: 0 000 000 0000 Email: Xxxxxxxx.Xxxxxx@xxxxxxxxx.xxx Xxxxxxx.Xxxxxxx@xxxxxxxxx.xxx Agents: Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attn: Xxxxxxx Xxxxx Xxxxx Xxxxxxx Email: XXxxxx@xxxxxxxx.xxx XXxxxxxx@xxxxxxxx.xxx Telephone: 000.000.0000 With a copy (which shall not constitute notice) to: XxXxxxxxx Will & Xxxxx LLP Xxx Xxxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attn: Xxxxxxxx Xxxxxx Email: xxxxxxx@xxx.xxx Telephone: 000.000.0000 provided, that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by posting to the Platform or by any electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided provided, that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Section 2 to a Lender that has notified the Administrative Agent that it is incapable of receiving notices under such Article II Section 2 by electronic communication. The Administrative Agent Any Agent, Xxxxxx or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided provided, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail email 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 email or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website (including the Platform) shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail email 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail email address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such email address.
(c) The Borrower, each Agent and each Lender hereby acknowledges that (i) the Borrower and/or the Administrative Agent will make available to the Lenders materials, notices, demands, communications, documents and/or information provided by or on behalf of the Borrower or its Affiliates hereunder and under any other Loan Document or the transactions contemplated therein (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will identify that portion of the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided, that there is no requirement that the Borrower identify any such information as “PUBLIC.”. Notwithstanding the foregoing, the following Borrower Materials shall be marked or deemed marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains Material Non-Public Information:
(1) the Loan Documents and (2) notification of changes in the terms of the Loan Documents.
(d) 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, 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 BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent, the Collateral Agent or any of their respective Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind, including without limitation, direct or indirect, special, incidental, punitive or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or an Agent Party’s transmission of Borrower Materials through the Internet (including the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party.
(e) Each of the Borrower and the Administrative Agent may change its address, e-mail address, telecopier or telephone number for notices and other communications hereunder by notice to such other Person. Any party hereto Each Lender may change its address address, e-mail address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Xxxxxx agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Requirement of Law, including United States federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, Collateral Agent and the Lenders shall be entitled to rely and act upon any notices believed in good faith by the Administrative BorrowerAgent or the Collateral Agent to be given by or on behalf of the Borrower or any other Person 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Superpriority Senior Secured Debtor in Possession Credit Agreement (Cutera Inc)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, Holdings or any other Credit Party, to the Administrative Borrower at it at: Grocery Outlet Inc. 0000 Xxxxxxxxx XxxxxxXxxxxx Xx. Emeryville, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, CA 94608 Attention: Shai Even, Fax No. 000-000-0000, EmailXxxxxxx Xxxxxxx Tel: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention[ ] Fax: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email[ ] Electronic Mail: xxxxxxxxxxx@xxxxx.xxx;[ ]
(b) if to the Administrative Agent, to Barclays Bank PLCit at: Xxxxxx Xxxxxxx Senior Funding, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Inc. 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, AttentionXX 00000 Tel: Xxx Xxxxx, Fax No. (000) 000-0000 Fax: (000) 000-0000, Email0000 Electronic Mail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andXXXXXX.XXXXXXXXX@xxxxxxxxxxxxx.xxx
(c) if to the Collateral Agent, to it at: Xxxxxx Xxxxxxx Senior Funding, Inc. 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Electronic Mail: XXXX0XXXXX@xxxxxxxxxxxxx.xxx
(d) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 13.2 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Incremental Agreement or documents relating to any Refinancing pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 13.2 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 13.2. Notices and other communications may also be delivered by e-mail to the email address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents or to the Lenders under Section 9, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Notice of Borrowing or a notice pursuant to Section 2.6, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings (or any Parent Entity thereof) or the Borrower or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have been given when sent authorized the Agents and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings (except thator any Parent Entity thereof) or the Borrower or any of their respective securities for purposes of United States federal securities laws (provided, if however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 13.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC” unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Credit Documents, (2) notification of receiving notices under changes in the terms of the Credit Facilities and (3) all information delivered pursuant to Section 9.1(a) and (b). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States federal securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings (or any Parent Entity thereof) or the Borrower or any of their respective securities for purposes of United States federal securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER, ANY OTHER AGENT OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL DECISION BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientCredit Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address Nothing herein shall prejudice the right of the Administrative Agent or facsimile number for any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Notices of Borrowing) 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 communications hereunder form of notice specified herein, or (ii) the terms thereof, as understood by notice the recipient, varied from any confirmation thereof. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. The words “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments or other modifications, Notices of Borrowing, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formation on electronic platforms approved by the Administrative BorrowerAgent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Grocery Outlet Holding Corp.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 email or fax, as follows:
(a) if to the Borrower or any Borrowerother Loan Party, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxxit at: Yellow Corporation Attention of Chief Financial Officer and General Counsel 00000 Xxx Xxxxxx Overland Park, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Kansas 66211 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 or 000-000-0000 Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxxx.xxxxxx@xxxx.xxx and xxx.xxx@xxxx.xxx With copy to: Xxxxxxxx & Xxxxx LLP Attention of Xxxxxxxx Xxxxxxxxx, with a copy to Xxxxxx & Xxxxxx LLP, Esq. 000 Xxxxx XxxxxxXxXxxxx Chicago, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Illinois 60654 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 Email: xxxxxxxxxxx@xxxxx.xxx;xxxxxxxx.xxxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent, to Barclays Bank PLCto: Alter Domus Products Corp. 000 X. Xxxxxxxxxx Street, 000 Xxxxxxx Xxxxxx9th Floor Chicago, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Illinois 60606 Attention: Xxx Xxxxx, Legal Department and Xxxx Xxxxxx Fax No. .: 000-000-0000, Email0000 Tel. No.: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, 0000 Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxx@xxxxxxxxxx.xxx and xxxx.xxxxxx@xxxxxxxxxx.xxx With a copy to: Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 Chicago, Illinois 60606 Fax No.: 000-000-0000 Tel. No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxx.xxx
(c) if to a Lender, to it at its address (email address or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Refinancing Amendment pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Required Lenders or Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Restricted Subsidiaries to, provide to the Administrative Agent and/or the Required Lenders all information, documents and other materials that it is obligated to furnish to the Administrative Agent and/or the Required Lenders pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Request for Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, or (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document, (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent and/or the Required Lenders to an electronic mail address as directed by the Administrative Agent and/or the Required Lenders. In addition, the Borrower agrees, and agrees to cause its Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent, the Required Lenders or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees (w) to use commercially reasonable effort to make all Borrower Materials that are to be made available to Public Lenders clearly and conspicuously “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or any of its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents, (2) financial statements and related documentation, in each case, provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S OR ITS RELATED PARTIES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH, IN EACH CASE, AS DETERMINED BY THE FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Yellow Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at WMG Acquisition Corp., c/o Warner Music Group Corp., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Email: xxxxxxx@xxxxxxxxx.xxx, Fax No.: 000-000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxXxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentLead Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Xxxxxx Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a LenderLender or an Issuing Bank (other than the Lead Issuing Bank), to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed to have been given delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower, the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Booz Axxxx Xxxxxxxx Inc. 8000 Xxxxxxxxxx Xxxxx XxXxxx XX 22102 Attention: Sxx StricklandLloyd Hxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 in each case with a copy to: The Carlyle Group 1000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Attention: Ixx Xxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy (which shall not constitute notice) to: Debevoise & Pxxxxxxx LLP 900 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Jxxxxxx X. Xxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Agents: Bank of America, N.A. Mail Code: CA4-702-02-25 2000 Xxxxxxx Xxxx, 2nd Fl. Concord, CA 94520 Attention: Dxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: dxxxx.xxxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Cxxxxxx Xxxxxx & Mxxxx LLP 800 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxxx@xxxxxxx.xxx provided that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Agent Agents or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower hereby acknowledges that (i) the Administrative Agent otherwise prescribesand/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to any Parent, Investor, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet or notices through the Platform or any other electronic platform or electronic messaging service, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent and that the foregoing notice may be sent to such e-mail address. Any party hereto each Issuing Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and each Issuing Lender. In addition, each Lender agrees to notify the Administrative BorrowerAgent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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 faxtelecopy or e-mail, as follows:
(a) if to any the Borrower, or any other Loan Party, to the Administrative Borrower at it at: The Xxxxxxx Insurance Group Holdings, LLC 0000 Xxxxxxxxx XxxxxxX. Xxx Xxxxx Xxxx., Xxxxx 0000000 Tampa, Xxxxxxxx, Xxxxxxxx 00000, Florida 33607 Attention: Shai EvenXxxx Xxxx, Fax Chief Financial Officer Phone No. .: (000) 000-000-0000, 0000 Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to (which shall not constitute notice): Xxxxx Xxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx & Xxxxxx LLPNew York, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, NY 10017 Attention: Xxxx Xxxxxxxxxx, Fax Xxxxx X. Xxxxxxx Phone No. .: (000) 000-000-0000, 0000 Email: xxxxxxxxxxx@xxxxx.xxx;xxxxx.xxxxxxx@xxxxxxxxx.xxx
(b) if to the Administrative AgentAgent from the Borrower, to Barclays Bank PLCJPMorgan Chase Bank, 000 Xxxxxxx XxxxxxN.A., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy at the address separately provided to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andthe Borrower;
(c) if to the Administrative Agent from the Lenders, to; JPMorgan Chase Bank, N.A. 000 X Xxxxxx Xxxxxx, Xxxxx 00 Orlando, FL 32801 Attn: Xxxx Xxxxxx xxxx.xxxxxx@xxxxxxxx.xxx
(d) if to JPMorgan, as the Designated Acquisition Swingline Lender, to the address separately provided to the Borrower;
(e) if to a Issuing Lender to it at the address separately provided to the Borrower; and
(f) if to any other Lender, to it at its address (or fax telecopy number) set forth in its administrative questionnaire. All notices and other communications given to any party hereto in accordance with the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 14.2 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 14.2. Notices and other communications may also be delivered by e-mail to the email address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the . Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Section 9, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Notice of Borrowing or a notice pursuant to Section 2.6, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or any of their respective securities for purposes of United States federal securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 14.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC” unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Credit Facilities and (3) all information delivered pursuant to Section 9.1(a) and (b). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States federal securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or any of its respective securities for purposes of United States federal securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NONE OF THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER, ANY OTHER AGENT OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL DECISION BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx agrees to notify the each Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address Nothing herein shall prejudice the right of the Administrative Agent or facsimile number for any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Notices of Borrowing and Letter of Credit 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 communications hereunder form of notice specified herein, or (ii) the terms thereof, as understood by notice the recipient, varied from any confirmation thereof. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, amendments or other modifications, Notices of Borrowing, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formation on electronic platforms approved by the Administrative BorrowerAgent or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Appears in 1 contract
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed delivered or posted to have been given the Platform, or three Business Days after being deposited in the mail, postage prepaid, hand delivered or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower or the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President, Deputy General Counsel and Secretary Telephone: (000) 000-0000 Email: Xxxxxxx.Xxxxxxx@xxxxxx.xxx Attention: Xxxx Xxxxxx Email: Xxxx.Xxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx &Garrison LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000)000-0000 Email: XXxxxxxx@xxxxxxxxx.xxx Agents (other than the Tranche B Administrative Agent): For loan borrowing notices, continuations, conversions, and payments: Citibank, N.A. Citigroup / ABTF Global Loans 0000 Xxxxx Xxxx New Castle, DE 19720 Attention: Xxxxxxxx X. Xxxxxxx Email: Xxxxxxxx.Xxxxxxx@xxxx.xxx For financial statements, certificates, other information: Citibank, N.A. Asset Based & Transitional Finance 000 Xxxxxxxxx Xxxxxx, 0xx Xx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx Email: Xxxxx.x0.Xxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx / Xxxxxx Xxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxx.Xxxxxxx@xx.xxx / Xxxxxx.Xxx@xx.xxx Tranche B Administrative Agent For loan borrowing notices, continuations, conversions, and payments: Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor Chicago, Illinois 60606 Attention: Legal Department and Xxxxx Xxxxxx Email: xxxxx@xxxxxxxxxx.xxx and xxxxxxxxx@xxxxxxxxxx.xxx With a copy (which shall not constitute notice) to: Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxx.xxx Issuing Lenders: Citibank, N.A. Citigroup / ABTF Global Loans 0000 Xxxxx Xxxx New Castle, DE 19720 Attention: Xxxxxxxx X. Xxxxxxx Email: Xxxxxxxx.Xxxxxxx@xxxx.xxx JPMorgan Chase Bank, N.A. 000 Xxxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxx Email: Xxxxx.XxXxxxx@xxxxxxxx.xxx Bank of America, N.A. Business Capital-Trade & International Services Group 000 X Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Attention: XxXxx Xxxxxx Vice President, Credit Support Manager Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: XxXxx.Xxxxxx@XXXX.xxx Swingline Lender: Citibank, N.A. Citigroup / ABTF Global Loans 0000 Xxxxx Xxxx New Castle, DE 19720 Attention: Xxxxxxxx X. Xxxxxxx Email: Xxxxxxxx.Xxxxxxx@xxxx.xxx provided, that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by posting to the Platform or by any electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided provided, that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Any Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided provided, that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower, each Agent and each Lender hereby acknowledges that (i) Holdings, the Borrower, the Administrative Agent otherwise prescribesand/or the Joint Lead Arrangers will make available to the Lenders, the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (icollectively, “Borrower Materials”) notices and other communications sent to an e-mail address shall be deemed received upon by posting the sender’s receipt of an acknowledgement from the intended recipient Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to Holdings, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided, that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent, each Issuing Lender and that the foregoing notice may be sent to such e-mail address. Any party hereto Swingline Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative BorrowerAgent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx X. 000xx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenXxxx Xxxx, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxx.xxxx@xxxxxxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 and Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxx.xxxxx@xxxxxxxxxxxxxxxxx.xxx, with a copy to Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx Street LLP, 0000 Xxxxxx, Xxxxxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxx.xxxxxxxx@xxxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Tel. No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxx.xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx-0000, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxXxxxx.Xxxxx@xxxxx.xxx, Attention of Xxxxx Xxxxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Borrower. The Borrower agrees that the Administrative BorrowerAgent and the Collateral Agent may, but shall not be obligated to, make the Communications available to the Lenders and the Issuing Banks by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Administrative Agent and the Collateral Agent and their respective Related Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, 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,
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrower or Parent Holdings, to it at 00000 Xxxxxxxx Xxxx., Xxxxx 000 XX, XX 00000, Attention of General Counsel (Fax No. 000-000-0000), Email: xxxxxxx@xxxxx.xxx;
(b) if to the Administrative Borrower at 0000 Xxxxxxxxx Agent, to Credit Suisse AG, Cayman Islands Branch, Agency Manager, Xxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Attention of Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxPortrait; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Parent Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Credit Facility or the Loans. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Rentech Inc /Co/)
Notices Electronic Communications. Except in the case of notices Notices and other communications expressly permitted (other than with respect to be given by telephone (and except for electronic communications provided below), all ordinary course notices and other communications delivered pursuant to Article II) 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 faxfax or e-mail, as follows:
(a) if to any BorrowerCompany, to the Administrative Borrower it at 0000 Xxxxxxxxx 000 Xxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, AttentionAttn: Shai Even, Fax Xxxxx Xxxxx (Telephone No. .: 000-000-0000, Email; email: Shai.Even@ xxxxxxxxxxxxx.xxx, xxxxxx@xxxxxxxxxx.xxx); with a copy to Xxxxxx & Xxxxxx Dechert LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttn: Xxxx XxxxxxxxxxXxxxxxx Xxxx, Fax Esq. (Telephone No. .: 000-000-0000, ; Fax No.: 000-000-0000; Email: xxxxxxxxxxx@xxxxx.xxxxxxxxxx.xxxx@xxxxxxx.xxx) and Dechert LLP, Xxxx Centre, 0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, Attn: Xxxxx Xxxx, Esq. (Telephone No.: 000-000-0000; Fax No.: 000-000-0000; Email: xxxxx.xxxx@xxxxxxx.xxx);
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxas set forth on Schedule 9.01; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Companies, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the email address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that they are obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Companies, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders (or potential lenders) materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its affiliates or their respective securities that is not of a type that is public information of the Borrower or would be public if such affiliate had publicly-traded or Rule 144A securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.17); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the DIP Facility. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Term Loan Agreement (RCS Capital Corp)
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 9.01), 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, as follows:
(a) if to any the Borrower, to it at School Specialty, Inc., X0000 Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, Attention of Xxxxxx X. Xxxxx (Fax No. 000-000-0000, Email: xxxxxx.xxxxx@xxxxxxxxxxxxxxx.xxx);
(b) if to the Administrative Borrower at 0000 Xxxxxxxxx Agent, to Credit Suisse AG, Eleven Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, AttentionAttention of: Shai EvenXxxx Portrait, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxx LLPCredit Suisse AG, 000 Xxxxx Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttention of: Xxxx XxxxxxxxxxXxxxxxx Xxxxxxx, Fax Loan Operations – Boutique Management, Telephone No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01(a) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent All notices and other communications given to any party hereto, in accordance with the provisions of this Agreement, shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or mailed sent by fax or on the date five (5) Business Days after dispatch by certified or registered mailmail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01, or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material nonpublic information with respect to the Borrower or their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that, at the request of the Administrative Agent, (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when received; notices sent by facsimile authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material nonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given when sent (except that, if not given during normal business hours for be marked “PUBLIC,” unless 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent in writing (including by email) promptly prior to their intended distribution after the Borrower has had a reasonable opportunity to review the Borrower Materials that it is incapable any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of receiving notices under changes in the terms of the Credit Facilities and (3) all information delivered pursuant to Section 5.04(a), Section 5.04(b) and Section 5.04(d). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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, NONINFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx 000 Xxxx Xxxxxx, Xxxxx 00000000 Xxxxxxx, XxxxxxxxXX, Xxxxxxxx 00000, Attention: Shai EvenChief Financial Officer, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse, 000 Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000212-000-0000322‑2291, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, to it at Credit Suisse, Eleven Madison Avenue, 23rd Floor, Xxx Xxxx, XX 00000, Attn: Loan Operations – Boutique Management, Telephone No.: (212) 538‑3525, Email: Xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile shall be deemed to have been given when sent fax (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 or other electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; ) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided that in this Section 9.01 or in accordance with the foregoing shall not apply latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to notices to any Lender pursuant to Article II if such Xxxxxx has notified among Holdings, the Borrowers, the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or and the Administrative Borrower mayapplicable Lenders from time to time, in its discretion, agree to accept notices and other communications may also be delivered by e‑mail to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval the e‑mail address of such procedures may be limited to particular notices or communications. 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 a representative of the recipient, applicable Person provided from time to time by such notice or communication Person and shall be deemed to have been sent given as of the date of receipt thereof. The Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that they will, or will cause their Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrowers agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the opening of business word “PUBLIC” shall appear prominently on the next Business Day first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States federal and state securities laws (provided, however, that to the recipientextent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that any such document contains material non-public information: (1) the Credit Documents, (2) notification of changes in the terms of the Term Loan Facility and (3) all information delivered pursuant to Sections 5.01(a) and (b). Each Xxxxxx Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT, THE BORROWERS, HOLDINGS, ITS SUBSIDIARIES OR ANY OF THEIR RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE BORROWERS, HOLDINGS, ITS SUBSIDIARIES OR ANY OF THEIR RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S, THE BORROWERS’, HOLDINGS’, ITS SUBSIDIARIES’ OR ANY OF THEIR RELATED PARTIES’ TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e‑mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail e‑mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail e‑mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower or the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXxxxx Xxxxxxx Xxxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxx 00000, Attention: Shai Even, Attention of President (Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx);
(b) if to the Administrative Agent, to Barclays Bank PLC, it at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, 00000 Attention of Leveraged Finance Capital Markets (Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx); and
(c) if to the Collateral Agent, to it at The Bank of New York Mellon, 000 Xxxx Xxx Xxxxxxx Xxxx., Xxxxx 0000, Xxxxxx, Xxxxx, 00000, Attention of Xxxxxxx X. Xxxxxxxxx (Fax No. (000) 000-0000); and
(d) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent Any party hereto may change the address at which they are to receive notices hereunder by hand or overnight courier service, or mailed by certified or registered mail, notice in writing in the foregoing manner. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Any Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless The Borrower hereby agrees, unless directed otherwise by the Administrative Agent otherwise prescribesor unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) notices and is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications sent being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed received upon to have authorized the senderAdministrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent agrees that the receipt of an acknowledgement from the intended recipient (such as Communications 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, Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenXxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxx X. Xxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxWMG Acquisition Corp., Xxxxx 0000c/o Warner Music Group Corp., Xxxxxxxx00 Xxxxxxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxxxxxxxx, Esq., Facsimile: (000) 000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxPortrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentIssuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Eleven Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 000 Xxxxxxxxx XxxxxxXxxxx Xxxx, Xxxxx 0000000, XxxxxxxxXxxxxxxxx, Xxxxxxxx XX 00000, AttentionAttention of Xxxxxx X. Xxxxx, Xx., Telephone No.: Shai Even000-000-0000, Fax No. .: 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxx.xxxxx@xxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse, 000 Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. .: 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 1 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b)certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Lender Parties to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Credit Facility, and (3) all financial statements and accompanying information and certificates delivered pursuant to Section 5.02(a) and (b). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY RESTRICTED PERSON, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY RESTRICTED PERSON’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 email or fax, as follows:
(a) if to the Borrower or any Borrowerother Loan Party, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxxit at: YRC Worldwide Inc. Attention of Chief Financial Officer and General Counsel 00000 Xxx Xxxxxx Overland Park, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Kansas 66211 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 or 000-000-0000 Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxxx.xxxxxx@xxxx.xxx and xxx.xxx@xxxx.xxx With copy to: Xxxxxxxx & Xxxxx LLP Attention of Xxxxxxxx Xxxxxxxxx, with a copy to Xxxxxx & Xxxxxx LLP, Esq. 000 Xxxxx XxxxxxXxXxxxx Xxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Xxxxxxxx 00000 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 Email: xxxxxxxxxxx@xxxxx.xxx;xxxxxxxx.xxxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent, to Barclays Bank PLCto: Cortland Products Corp. 000 X. Xxxxxxxxxx Street, 000 Xxxxxxx Xxxxxx9th Floor Chicago, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Illinois 60606 Attention: Xxx Xxxxx, Legal Department and Xxxx Xxxxxx Fax No. .: 000-000-0000, Email0000 Tel. No.: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, 0000 Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxx@xxxxxxxxxxxxxx.xxx and xxxx.xxxxxx@xxxxxxxxxxxxxx.xxx With a copy to: Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Fax No.: 000-000-0000 Tel. No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxx.xxx
(c) if to a Lender, to it at its address (email address or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Refinancing Amendment pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Required Lenders or Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Restricted Subsidiaries to, provide to the Administrative Agent and/or the Required Lenders all information, documents and other materials that it is obligated to furnish to the Administrative Agent and/or the Required Lenders pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Request for Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, or (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document, (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent and/or the Required Lenders to an electronic mail address as directed by the Administrative Agent and/or the Required Lenders. In addition, the Borrower agrees, and agrees to cause its Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent, the Required Lenders or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees (w) to use commercially reasonable effort to make all Borrower Materials that are to be made available to Public Lenders clearly and conspicuously “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or any of its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents, (2) financial statements and related documentation, in each case, provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S OR ITS RELATED PARTIES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH, IN EACH CASE, AS DETERMINED BY THE FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) i. if to any the Borrower, to it at Energy & Exploration Partners, LLC, Two City Place, Suite 1700, 000 Xxxxxxxxxxxx, Fort Worth, TX 76102, Attention of Xxxxx Xxxxxx, Email: xxxxxxx@xxxx.xxx;
ii. if to Holdings or any Subsidiary, to it in care of the Borrower at the address set forth above;
iii. if to the Administrative Borrower at 0000 Xxxxxxxxx Agent, to Credit Suisse, Agency Manager, Eleven Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
iv. if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxx LLPit at Credit Suisse, 000 Xxxxx XxxxxxEleven Madison Avenue, 23rd Floor, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx XxxxxxxxxxLoan Operations – Boutique Management, Fax Telephone No. .: (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxXxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) v. if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Credit Facility and (3) all information delivered pursuant to Sections 5.05(a), (b) and (c). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Energy & Exploration Partners, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxMedley LLC, Xxxxx 0000Attn: Rxxx Xxxxxxx, XxxxxxxxCFO, Xxxxxxxx 300 Xxxx Xxx 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxrxxx.xxxxxxx@xxxxxxxxxxxxx.xxx ;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx Cayman Islands Branch, Attn: Agency Manager, Eleven Mxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx XxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxaxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx Cayman Islands Branch, Attn: Loan Operations, Boutique Management, Eleven Mxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx, Fax Tel. No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxxlxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Credit Facilities and (3) all financial statements and reports delivered pursuant to Sections 5.04(a), (b) and (c). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 mail, or sent by faxe-mail, as follows:
(a) if to any the Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, it at: Giddy Inc. d/b/a Boxed 00000 Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, 00 Xxx Xxxx, Xxx Xxxx 00000, XX 1001310006 Attention: Xxxx Xxxxxxxxxx, Fax No. 000General Counsel E-000-0000, Emailmail: xxxxxxxxxxx@xxxxx.xxx;xxxxx@xxxxx.xxx
(b) if to the Administrative Agent, to Barclays Bank PLCit at: Alter Domus (US) LLC 000 X. Xxxxxxxxxx St., 000 Xxxxxxx 9th Floor ||| 4134-8371-6675.14134-8371-6675 Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Xxxxxx, 00xx Legal DepartmentDepartment-Agency and Xxxxxx Xxx E-mail: xxxxxxxxxx.xxxxxxxxxxxx@xxxxxxxxxx.xxx; xxxxx_xxxxxx@xxxxxxxxxx.xxx and xxxxxx.xxx@xxxxxxxxxx.xxx and xxxxx.xxxxxxx@xxxxxxxxxx.xxx Telephone: (000) 000-0000 With a copy to (which shall not constitute notice): Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxx XxxxXxxxx 0000 Xxxxxxx, Xxx Xxxx 00000, XX 00000 Attention: Xxx Xxxxx, Fax No. Xxxxxx X. Xxxxxxx E-mail: xxxxxx.xxxxxxx@xxxxx.xxx and xxxxxxxxxx@xxxxx.xxx Telephone: (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax numbere-mail address) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become became a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 acknowledgementon the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section or in accordance with the latest unrevoked direction from such party given in accordance with this Section. The Borrower hereby acknowledges that the Administrative Agent may make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, and EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (iiWHETHER IN TORT, CONTRACT OR OTHERWISE) notices or ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ||| 4134-8371-6675.14134-8371-6675 Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that any communications have been posted to an Internet or intranet website the Platform shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), constitute effective delivery of notification that such notice or communication is available and identifying the website address therefor; provided that, communications to such Lender for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours purposes 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 recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communicatione-mail) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail addresssent. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Boxed, Inc.)
Notices Electronic Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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 faxtelecopy, as follows:
(ai) if to the Parent Borrower, to it at Paya Holdings II, LLC, 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, Email: xxxxx.xxxxxxxx@xxxx.xxx, with a copy (which shall not constitute notice) to Xxxxxxxx & Xxxxx LLP, 000 X. XxXxxxx, Chicago, IL 60654, Attention: Xxxxxxxxxxx Xxxxxx, P.C. and Xxxxxx Xxxxxxxx, Email: xxxxxxx@xxxxxxxx.xxx and Xxxxxx.xxxxxxxx@xxxxxxxx.xxx;
(ii) if to Credit Suisse, as set forth on Schedule 10.02;
(iii) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a other Lender, to it at its address (or fax telecopy number) set forth in the administrative questionnaire delivered to the its Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party heretoQuestionnaire. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 business day for the recipient). Notices delivered through electronic communicationsApproved Electronic Platforms, to the extent provided in the immediately following paragraphparagraph (b) below, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication paragraph (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 acknowledgementb), 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfax or -email, as follows:
(a) if to Parent, to it at 0, xxxxxx Xxxxxx Xxxxxx, 00000 Xxxxx, Attention of Legal Department (Fax No. + 00 0 00 00 00 00), with a copy to the Borrower at Alcatel-Lucent USA Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, New Jersey 07974, Attention of Xxxxx Xxxxxx, Deputy General Counsel (Fax No. 908-582- 2920 ), email Xxxxx.xxxxxx@xxxxxxx-xxxxxx.xxx;
(b) if to the Borrower or any BorrowerSubsidiary Guarantor, to it at c/o Alcatel-Lucent USA Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, New Jersey 07974, Attention of Xxxxx Xxxxxx, Deputy General Counsel (Fax No. 908-582- 2920 ), email Xxxxx.xxxxxx@xxxxxxx-xxxxxx.xxx, with a copy to Parent, 0, xxxxxx Xxxxxx Xxxxxx, 00000 Xxxxx, Attention of Legal Department (Fax No. + 00 0 00 00 00 00);
(c) if to the Administrative Borrower at 0000 Xxxxxxxxx Agent or the Collateral Agent, to Credit Suisse AG, Agency Manager, Eleven Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax No. 000-000-0000, Email; e-mail: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance Assumption or the Affiliated Lender Assignment and Acceptance, as applicable, Incremental Loan Assumption Agreement pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 therefortherefore; 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed to have been given delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower, the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Booz Xxxxx Xxxxxxxx Inc. 0000 Xxxxxxxxxx Xxxxx XxXxxx XX 00000 Attention: Xxx Xxxxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 in each case with a copy to: The Carlyle Group 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Attention: Xxx Xxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy (which shall not constitute notice) to: Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Agents: Bank of America, N.A. Mail Code: CA4-702-02-25 0000 Xxxxxxx Xxxx, 2nd Fl. Concord, CA 94520 Attention: Xxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxxx Xxxxxx & Xxxxx LLP 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxx.xxx provided that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Agent Agents or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower hereby acknowledges that (i) the Administrative Agent otherwise prescribesand/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to any Parent, Investor, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet or notices through the Platform or any other electronic platform or electronic messaging service, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent and that the foregoing notice may be sent to such e-mail address. Any party hereto each Issuing Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and each Issuing Lender. In addition, each Lender agrees to notify the Administrative BorrowerAgent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at WMG Acquisition Corp., c/o Warner Music Group Corp., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Fax No.: 000-000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxXxxxxxxx, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentIssuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Xxxxxx Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. Notices and other communications As agreed to among the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower mayBorrower, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower., the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean 1003651351v23
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at WMG Acquisition Corp., c/o Warner Music Group Corp., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Email: xxxxxxx@xxxxxxxxx.xxx, Fax No.: 000- 000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxPortrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentLead Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Eleven Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a LenderLender or an Issuing Bank (other than the Lead Issuing Bank), to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxWMG Acquisition Corp., Xxxxx 0000c/o Warner Music Group Corp., Xxxxxxxx00 Xxxxxxxxxxx Xxxxx, Xxxxxxxx Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxx, Esq., Facsimile: (000) 000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx Portrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Issuing Bank, to Credit Suisse AG, Attention of: Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxx., 0xx Xxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower at it at: Xxxx Xxxxx Xxxx.Xxxxx@XxxxxxXXX.xxx +0 000 000 0000 Xxxxxxxxx XxxxxxAltice USA, Inc. 0 Xxxxx 0000Xxxxxx Xxxx Long Island City, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with NY 11101 United States of America With a copy to Xxxxxx that shall not constitute notice to: Xxxxxxx Xxxxxxxxxx Xxxxxxx.Xxxxxxxxxx@xxxxxxxxx.xxx +00-(0)0000-000000 Ropes & Xxxxxx Gray LLP, 000 Xxxxx Xxxxxx, Xxx 00 Xxxxxxx Xxxx, Xxx Xxxx 000000xx xxxxx, AttentionLondon, EC4M 7AW United Kingdom With a copy that shall not constitute notice to: Xxxx XxxxxxxxxxXxxxxxxxx Xxxxxx Xxxxxxxxx.Xxxxxx@xxxxxxxxx.xxx +00-(0)0000-000000 Ropes & Gray LLP, Fax No. 000-000-000000 Xxxxxxx Xxxx, Email: xxxxxxxxxxx@xxxxx.xxx;0xx xxxxx, London, EC4M 7AW United Kingdom
(bii) if to the Administrative Agent, to Barclays Bank PLCthe address, 000 Xxxxxxx Xxxxxxfacsimile number, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(ciii) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent hereto or as otherwise communicated in writing from time to time by hand such Lender to the Borrower and the Administrative Agent.
(iv) If to the Collateral Agent, to the address, facsimile number, electronic mail address or overnight courier service, or mailed by certified or registered mail, telephone number set forth in Section 5.01(b) of the Closing Date Intercreditor Agreement.
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to another person in the intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, 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.
(e) The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article IV of Annex I hereof or under Article V hereof, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. Each Xxxxxx In addition, the Borrower agrees, and agrees to notify cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(f) The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC” and the Borrower agrees that the following documents may be distributed to all Lenders (including Public Lenders) unless, solely with respect to the documents described in clauses (B) and (C) below, the Borrower advises the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address mail) within a reasonable time prior to which the foregoing notices may their intended distribution that such material should only be sent by electronic transmission and distributed to Lenders other than Public Lenders (it being agreed that the foregoing notice may be sent Borrower and its counsel shall have been given a reasonable opportunity to review such e-mail address. Any party hereto may change its address or facsimile number for notices documents and other communications hereunder comply with applicable securities law disclosure obligations): (A) the Loan Documents; (B) administrative materials prepared by notice to the Administrative Agent for prospective Lenders; (C) term sheets and notification of changes in the terms of the Term Facility; and (D) the Audited Financial Statements and the Administrative Borrowerfinancial statements and certificates furnished pursuant to Section 4.10 of Annex I.
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(h) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OF THEIR RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxMedley LLC, Xxxxx 0000Attn: Rxxx Xxxxxxx, XxxxxxxxCFO, Xxxxxxxx 300 Xxxx Xxx., 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxrxxx.xxxxxxx@xxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCity National Bank, 000 Xxxxxxx Attn: Bxxxxxx Xxxxxxxxx, 500 X. Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000, Attention: Xxx XxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxBxxxxxx.Xxxxxxxxx@xxx.xxx;
(c) to City National Bank, with a copy to Attn: Bxxxxxx Xxxxxxxxx, 500 X. Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxx, XX 00000, Attention: Xxxxxxx X. XxxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxxBxxxxxx.Xxxxxxxxx@xxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) notification of receiving notices under changes in the terms of the Revolving Credit Facility and (3) all financial statements and reports delivered pursuant to Sections 5.04(a), (b) and (c). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Samples: Credit Agreement (Enviva Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxSUPERVALU Inc., 000 Xxxx Xxxxxx Xxxxxxxxx, X.X. Xxx 00, Xxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenTreasurer, Fax No. Fax: (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to SUPERVALU Inc., 0000 Xxxxxx & Xxxxxx LLPXxxxx Xxxxx, 000 Xxxxx XxxxxxXxxx Xxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxx 00000, Attention: Xxxx XxxxxxxxxxVice President, Fax No. Business Law, Fax: (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(bii) if to the Administrative Agent, to Barclays Xxxxxxx Xxxxx Bank PLCUSA, 000 to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 9.01(b);
(iii) if to the Collateral Agent, to Xxxxxxx XxxxxxSachs Bank USA, 00xx Xxxxxto the address, Xxx Xxxxfacsimile number, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(civ) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, .
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to another person in the intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, 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.
(e) The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. Each Xxxxxx In addition, the Borrower agrees, and agrees to notify cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(f) The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC” and the Borrower agrees that the following documents may be distributed to all Lenders (including Public Lenders) unless, solely with respect to the documents described in clauses (B) and (C) below, the Borrower advises the Administrative Agent in writing (including by electronic communicatione-mail) from within a reasonable time prior to time their intended distribution that such material should only be distributed to Lenders other than Public Lenders (it being agreed that the Borrower and its counsel shall have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (A) the Loan Documents; (B) administrative materials prepared by the Administrative Agent for prospective Lenders; (C) term sheets and notification of changes in the terms of the Term Facility; and (D) the Audited Financial Statements, the Deal Basis Financial Statements and the financial statements and certificates furnished pursuant to Sections 5.01(a) and 5.01(b).
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such XxxxxxPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(h) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(i) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address to which set forth above shall constitute effective delivery of the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice Communications to the Administrative Agent and for purposes of the Administrative Borrower.Loan
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Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at WMG Acquisition Corp., c/o Warner Music Group Corp., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Email: xxxxxxx@xxxxxxxxx.xxx, Fax No.: 000-000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxPortrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentLead Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Eleven Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a LenderLender or an Issuing Bank (other than the Lead Issuing Bank), to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing BankBanks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices Notices and other communications expressly permitted (other than with respect to be given by telephone (and except for electronic communications provided below), all ordinary course notices and other communications delivered pursuant to Article II) 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 faxfax or e-mail, as follows:
(a) if to any BorrowerCompany, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx 400 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttn: Xxxx XxxxxxxxxxBxxxx X. Xxxxx, Fax (Telephone No. .: (000-) 000-0000; email: bxxxxx@xxxxxxxxxxxxx.xxx; with a copy to Proskauer Rose LLP, Eleven Txxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Attn: Axxxxx Xxxxxx (Telephone No.: (000)000-0000; Fax No.: (000) 000-0000; Email: xxxxxxxxxxx@xxxxx.xxxaxxxxxx@xxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxas set forth on Schedule 9.01; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Companies, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The RCS Companies hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that they will, or will cause their respective Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that they are obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Companies, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders (or potential lenders) materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its affiliates or their respective securities that is not of a type that is public information of the Borrower or would be public if such affiliate had publicly-traded or Rule 144A securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Credit Facilities. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx X. 000xx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenXxxx Xxxx, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxx.xxxx@xxxxxxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 and Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxx.xxxxx@xxxxxxxxxxxxxxxxx.xxx, with a copy to Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxx Street LLP, 0000 Xxxxxx, Xxxxxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxx.xxxxxxxx@xxxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Tel. No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxx.xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Xxxxxxxxx & Xxxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx-0000, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxXxxxx.Xxxxx@xxxxx.xxx, Attention of Xxxxx Xxxxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowereither Borrower or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx000 Xxxx Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000, XxxxxxxxAttn: Xxxxxxx X. Xxxxx, Xxxxxxxx 00000, Attention: Shai EvenTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxx@xxxxx.xxx, with a copy to it at 000 Xxxx Xxxxxxx Xxxxxx & Xxxxxx LLPXxxxx, 000 Xxxxx Xxxxxx000, Xxx XxxxXxxxxxxxxx, Xxx Xxxx XX 00000-0000, AttentionAttn: Xxxx XxxxxxxxxxXxxxx Xxxxxxxx, Tel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Attn: Xxxx Portrait – Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and xxxxx@xxxxxxxx.xxxif to the Collateral Agent, with a copy to Xxxxxx & Credit Suisse AG, Attn: Loan Operations – Boutique Management, Eleven Xxxxxxx LLPXxxxxx, 000 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. XxxxxxTel. No. (000) 000-0000, Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent All notices and other communications (i) given by hand or overnight courier servicethe Administrative Agent to the US Borrower in accordance with the terms hereof shall constitute and be deemed to be notice given to all Loan Parties (including, or mailed by certified or registered mail, without limitation the Canadian Borrower) and (ii) to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Each of Borrowers hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to each of the Borrowers, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, each of the Borrowers agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Each of the Borrowers hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrowers or their securities) (each, a “Public Lender”). Each of Holdings and the Borrowers hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Holdings and the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and the Borrowers or their securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless Holdings or either of the Borrowers notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or the Borrowers or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
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Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 9.01), 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, as follows:
(a) if to any Borrowerthe Borrower or Holdings, to the Administrative Borrower at 0000 Xxxxxxxxx to: Rushmore Investment III LLC c/o Rushmore GP LLC 000 Xxxx Xxxxxx, 00xx Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, XX 00000 Attention: Shai Even, Fax No. 000Board of Directors E-000-0000, Emailmail: Shai.Even@ xxxxxxxxxxxxx.xxx, with xxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to Xxxxxx to: Xxxxxxxx & Xxxxxx LLP, Xxxxx LLP 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 Attention: Xxxx Xxxxxxxxxx, Fax No. 000Xxxxx and Xxx Xxxxxxxx E-000-0000, Emailmail: xxxxxxxxxxx@xxxxx.xxx;xxxx.xxxxx@xxxxxxxx.xxx; xxx.xxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent or Collateral Agent, to Barclays Bank PLCto: TreeHouse Foods, Inc. 0000 Xxxxxx Xxxx Oakbrook, Illinois 60523 Attention: Xxxxxx Xxxxxxxx E-mail: Xxxxxx.Xxxxxxxx@xxxxxxxxxxxxxx.xxx With a copy to: Xxxxxx, Xxxx & Xxxxxxxx LLP 000 Xxxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 Attention: Xxx Xxxxx Xxxxx, Fax NoEsq. 000E-000-0000, Emailmail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx@xxxxxxxxxx.xxx
(c) if to a Term Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Term Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 business day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraphnext two paragraph below, shall be effective as provided in said paragraphparagraphs. Notices and other communications to the Term Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 business day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any theany Borrower, to the itthe Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 10.01), 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxxto: Diversified Energy Company PLC 400 Xxxxxxx Xxxxxx Charleston, Xxxxx 0000, West Virginia 25301 Attention: Bxx Xxxxxxxx, Xxxxxxxx 00000General Counsel E-mail: bxxxxxxxx@xxxx.xxx With a copy to: Hxxxxx and Bxxxx LLP 1000 XxXxxxxx Xx., Ste. 4000 Houston, Texas 77010 Attention: Shai Even, Fax No. 000Jxxxxx Xxxxxxx Jxxx Xxxxxx Rxxx Xxxxxxxxxx E-000-0000, Emailmail: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;Jxxxxx.Xxxxxxx@xxxxxxxxxxx.xxx Jxxx.Xxxxxx@xxxxxxxxxx.xxx Rxxx.Xxxxxxxxxx@xxxxxxxxxxx.xxx
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx to: Oaktree Capital Management 300 Xxxxx Xxxxx Xxxxxx, 00xx XxxxxXxxxx Los Angeles, Xxx Xxxx, Xxx Xxxx 00000, California 90071 Attention: Xxx Xxxxx, Fax No. 000Rxxxxx XxXxxxx E-000-0000, Emailmail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with rxxxxxxx@xxxxxxxxxxxxxx.xxx With a copy to Xxxxxx to: Gxxxxx, Dxxx & Xxxxxxx LLP, 000 Xxxxx Cxxxxxxx LLP 800 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000 Houston, Xxx Xxxx 00000, Texas 77002 Attention: Xxxxxxx X. Xxxxxx, Fax No. 000Mxxxxxx De Vxx Xxxxxx Dxxx Xxxxxxxx E-000-0000, Emailmail: xxxxxxx.xxxxxx@xx.xxx; andmxxxxxx@xxxxxxxxxx.xxx DXxxxxxxx@xxxxxxxxxx.xxx
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 business day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraphnext two paragraph below, shall be effective as provided in said paragraphparagraphs. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 business day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed to have been given delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower, the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Booz Xxxxx Xxxxxxxx Inc. 0000 Xxxxxxxxxx Xxxxx XxXxxx XX 00000 Attention: Xxxxx Xxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 in each case with a copy to: The Carlyle Group 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Attention: Xxx Xxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy (which shall not constitute notice) to: Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Agents: Bank of America, N.A. Mail Code: CA4-702-02-25 0000 Xxxxxxx Xxxx, 2nd Fl. Concord, CA 94520 Attention: Xxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: xxxxx.xxxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxxx Xxxxxx & Xxxxx LLP 000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxx.xxx provided that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Agent Agents or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower hereby acknowledges that (i) the Administrative Agent otherwise prescribesand/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to any Parent, Investor, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet or notices through the Platform or any other electronic platform or electronic messaging service, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent and that the foregoing notice may be sent to such e-mail address. Any party hereto each Issuing Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and each Issuing Lender. In addition, each Xxxxxx agrees to notify the Administrative BorrowerAgent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below)and/or email hereunder, 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx XxxxxxAdvanced Disposal Services, Xxxxx 0000Inc., Xxxxxxxx00 Xxxx Xxxx Xxxx, Xxxxxxxx 00000Ponte Vedra, Florida 32081, Attention: Shai EvenXxxxxx X. Xxxx, Fax No. Chief Financial Officer, Fax: 0-000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLPAdvanced Disposal Services, 000 Xxxxx XxxxxxInc., Xxx 00 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Ponte Vedra, Florida 32081, Attention: Xxxx XxxxxxxxxxXxxxxxx Xxxxxxxx, Fax No. General Counsel, Fax: 0-000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCDBNY, 000 Xxxxxxx 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000, Attention: Xxx XxxxxXxxx Xxxxxx, Fax Telephone No. .: (000) 000-0000, Facsimile No.: (000) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxxxxxxx@xx.xxx, with a copy to Xxxxxx & Xxxxxxx LLPto: DBNY, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxXxxxXxx Xxxxx, Fax No. Fax: (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxxx.xxxxx@xx.xxx and for Letter of Credit requests: Email: xxxx_xxxx_xx@xxxx.xx.xxx;
(c) if to the Collateral Agent, to DBNY, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: XxxxXxx Xxxxx, Fax: (000) 000-0000, Email: xxxxxxx.xxxxx@xx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01(a) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by electronic mail to the electronic mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to above has not been provided by the Administrative Agent to the Borrower, that it will, and will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or their securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except provided 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 electronic communications, to the extent provided such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the immediately following paragraphterms of the Credit Facilities; provided that each Non-Debt Fund Affiliate that is a Lender hereunder on the Restatement Effective Date or at any time thereafter hereby acknowledges and agrees that (x) it shall not have the right to receive information, shall be effective as reports or other materials provided in said paragraph. Notices and other communications solely to Lenders by the Administrative Agent or any Lender, except to the extent made available to the Borrower and (y) it will not be permitted to attend or participate in meetings attended solely by the Lenders hereunder and the Administrative Agent or access any electronic site established for the Lenders (notwithstanding that it may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved granted access thereto by the Administrative Agent; provided ) or confidential communications from counsel or financial advisors of the Administrative Agent or the Lenders (it being understood and agreed, that the foregoing shall not apply notices of Borrowings, notices or prepayments and other administrative notices in respect of its Loans required to notices be delivered to any Lender Lenders pursuant to Article II if shall be delivered directly to it). Each Public Lender agrees to cause at least one individual at or on behalf of such Xxxxxx has notified Public Lender to at all times have selected the Administrative Agent “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that it is incapable are not made available through the “Public Side Information” portion of receiving notices under such Article II by electronic communicationthe Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Advanced Disposal Services, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfacsimile transmission, as follows:
(a) if to any the Borrower, to the Administrative Borrower Private National Mortgage Acceptance Company, LLC, Attention of: Xxxxxx Xxxxx / Xxxxx Xxxxxxxxxxx, at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, XxxxxxxxXx., Xxxxxxxx Xxxxxxx, XX 00000, Attentionin each case at Phone: Shai Even, Fax No. (000) 000-0000 / (000) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxx@xxxxx.xxx / xxxxx.xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Loan Operations – Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxx Xxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxAttention of: Loan Operations – Boutique Management, Eleven Madison Avenue, 6th Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxxxxxx X. Xxxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (including email address or fax facsimile number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 1.01(b) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile shall be deemed to have been given when sent transmission (except that, if not given during the normal business hours for of 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 electronic communications) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, subject to the last paragraph of Section 5.01 or unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents or to the Lenders hereunder may under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered or furnished to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved address as directed by the Administrative Agent; provided that . In addition, the foregoing shall not apply Borrower agrees, and agrees to notices cause the Restricted Subsidiaries, to any Lender pursuant continue to Article II if such Xxxxxx has notified provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that it is incapable the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of receiving notices under the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”). Each Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationLender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings, the Borrower or their respective securities for purposes of United States federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientCredit Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.
Appears in 1 contract
Samples: Credit Agreement (Pennymac Financial Services, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 7000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000300-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxexxxxxxxxxxxx.xxx, with a copy to Xxxxxx Vxxxxx & Xxxxxx Exxxxx LLP, 000 600 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Txxx Xxxxxxxxxx, Fax No. 000900-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxtxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 700 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Mxx Xxxxx, Fax No. 000200-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx mxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxlxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, 000 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Mxxxxxx X. Xxxxxx, Fax No. 000200-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxmxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower at it at: Xxxx XxxxxXxxxxxxxxxx Xxxx Xxxx.Xxxxx@AlticeUSAChristopher.Xxxx@xxxxxxxxxxxxxx.xxx +0 000 000 0000 Xxxxxxxxx Xxxxxxc/o Altice USA, Inc. 0 Xxxxx 0000Xxxxxx Xxxx Long Island CityBethpage, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with NY 1110111714 United States of America With a copy to Xxxxxx that shall not constitute notice to: Xxxxxxx Xxxxxxxxxx Xxxxxxx.Xxxxxxxxxx@xxxxxxxxx.xxx +00-(0)0000-000000 Ropes & Xxxxxx Gray LLP, 000 Xxxxx Xxxxxx, Xxx 00 Xxxxxxx Xxxx, Xxx Xxxx 000000xx xxxxx, AttentionLondon, EC4M 7AW United Kingdom With a copy that shall not constitute notice to: Xxxx XxxxxxxxxxXxxxxxxxx Xxxxxx Xxxxxxxxx.Xxxxxx@xxxxxxxxx.xxx +00-(0)0000-000000 Ropes & Gray LLP, Fax No. 000-000-000000 Xxxxxxx Xxxx, Email: xxxxxxxxxxx@xxxxx.xxx;0xx xxxxx, London, EC4M 7AW United Kingdom
(bii) if to the Administrative Agent, to Barclays Bank PLCthe address, 000 Xxxxxxx Xxxxxxfacsimile number, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(ciii) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent hereto or as otherwise communicated in writing from time to time by hand such Lender to the Borrower and the Administrative Agent.
(iv) If to the Collateral Agent, to the address, facsimile number, electronic mail address or overnight courier service, or mailed by certified or registered mail, telephone number set forth in Section 5.01(b) of the Closing Date Intercreditor Agreement.
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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. Each Xxxxxx agrees ; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to notify another person in the Administrative Agent in writing intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, and (including ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by electronic communication) from time to time of such Xxxxxx’s the intended recipient at its e-mail address to which as described in the foregoing notices may be sent clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(e) The Borrower hereby agrees, unless directed otherwise by electronic transmission and that the foregoing notice may be sent to such Administrative Agent or unless the e-mail address. Any party hereto may change address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its address or facsimile number for notices and other communications hereunder by notice Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative BorrowerAgent pursuant to the Loan Documents or to the Lenders under Article IV of Annex I hereof or under Article V hereof, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, Holdings, any other Guarantor or any Grantor (as defined in he Guarantee and Collateral Agreement), to it at 0000 Xxxxxx Xxxxxx, Honolulu, Hawaii 96813, Attention of Xxxxxx Xxxxx, Chief Financial Officer (Fax No. 000-000-0000) with a copy to Xxxxxxx Xxxxxxxxx, Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Fax No. 000-000-0000, Email: xxxxxxx.xxxxxxxxx@xxxxxxxx.xxx);
(b) if to the Administrative Borrower at 0000 Xxxxxxxxx Agent, to Credit Suisse, Agency Manager, Xxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative BorrowerAgent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facilities.
Appears in 1 contract
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below)hereunder, 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, as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXxxx Xxx Xxxx, Xxxxx 000000xx Xxxxx, XxxxxxxxXxxxxxx, Xxxxxxxx XX 00000, Attention: Shai EvenAttention of Xxxxxx Xxxxxxx, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxx@xxxxxxxxx.xxx;
(b) if to the Administrative Agent, with a copy to Xxxxxx & Xxxxxx LLPCredit Suisse AG, 000 Xxxxx Attention of: Xxxx Portrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(bc) if to the Administrative Collateral Agent, to Barclays Bank PLCCredit Suisse AG, 000 Cayman Islands Branch, Attention of: Loan Operations – Boutique Management, Eleven Xxxxxxx Xxxxxx, 00xx XxxxxXXX-0, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax Telephone No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01(a) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Lead Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by electronic mail to the electronic mail address of a representative of the applicable Person provided from time to time by such Person. Each Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Lead Borrower, that it will, and will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Lead Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Each Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” each Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, 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 electronic communications, that to the extent provided such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the immediately following paragraphterms of the Credit Facilities; provided that each Non-Debt Fund Affiliate that is a Lender hereunder on the Closing Date or at any time thereafter hereby acknowledges and agrees that (x) it shall not have the right to receive information, shall be effective as reports or other materials provided in said paragraph. Notices and other communications solely to Lenders by the Administrative Agent or any Lender, except to the extent made available to a Borrower and (y) it will not be permitted to attend or participate in meetings attended solely by the Lenders hereunder and the Administrative Agent or access any electronic site established for the Lenders (notwithstanding that it may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved granted access thereto by the Administrative Agent; provided ) or confidential communications from counsel or financial advisors of the Administrative Agent or the Lenders, (it being understood and agreed, that the foregoing shall not apply notices of Borrowings, notices or prepayments and other administrative notices in respect of its Loans required to notices be delivered to any Lender Lenders pursuant to Article II if shall be delivered directly to it). Each Public Lender agrees to cause at least one individual at or on behalf of such Xxxxxx has notified Public Lender to at all times have selected the Administrative Agent “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that it is incapable are not made available through the “Public Side Information” portion of receiving notices under such Article II by electronic communicationthe Platform and that may contain material non-public information with respect to a Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Wca Waste Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrower or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Chief Financial Officer (Fax No. 000-000-0000), Email: xxxxxxxxxxx@xxxxx.xxxwith a copy to General Counsel (Fax No. 000-000-0000);
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Agency Manager, Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxx Xxxxx, Fax No. 000-000-0000, Emailemail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxOne Madison Avenue, 2nd Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttn: Xxxxxxx X. XxxxxxLoan Operations - Boutique Management, Fax No. Tel: 000-000-0000, Emaile-mail: xxxxxxx.xxxxxx@xx.xxxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx and xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the DIP Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 9.01), 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, as follows:
(a) if to any Borrowerthe Borrower or Holdings, to the Administrative Borrower at 0000 Xxxxxxxxx to: Rushmore Investment III LLC c/o Rushmore GP LLC 000 Xxxx Xxxxxx, 00xx Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, XX 00000 Attention: Shai Even, Fax No. 000Board of Directors E-000-0000, Emailmail: Shai.Even@ xxxxxxxxxxxxx.xxx, with xxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to Xxxxxx to: Xxxxxxxx & Xxxxxx LLP, Xxxxx LLP 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 Attention: Xxxx Xxxxxxxxxx, Fax No. 000Xxxxx and Xxx Xxxxxxxx E-000-0000, Emailmail: xxxxxxxxxxx@xxxxx.xxx;xxxx.xxxxx@xxxxxxxx.xxx; xxx.xxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent or Collateral Agent, to Barclays Bank PLCto: TreeHouse Foods, Inc. 0000 Xxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxxxx E-mail: Xxxxxx.Xxxxxxxx@xxxxxxxxxxxxxx.xxx With a copy to: Xxxxxx, Xxxx & Xxxxxxxx LLP 000 Xxxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 Attention: Xxx Xxxxx Xxxxx, Fax NoEsq. 000E-000-0000, Emailmail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx@xxxxxxxxxx.xxx
(c) if to a Term Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Term Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 business day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraphnext two paragraph below, shall be effective as provided in said paragraphparagraphs. Notices and other communications to the Term Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 business day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfax or email (as set forth in the applicable notice provision), as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at c/o Hemisphere Media Group, Inc., 0000 Xxxxxxxxx XxxxxxXxxxx xx Xxxx Blvd., Suite 650, Coral Gables, FL 33146, Attention of Xxxxx 0000Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attentionemail: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx, with a copy to Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxx Esq., email: xxxxxx@xxxxxxxxx.xxx and a copy to Xxxx XxxxxxxxxxX. Xxxxxxx, Fax No. 000-000-0000, Emailemail: xxxxxxxxxxx@xxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCJPMorgan Chase Bank, 000 Xxxxxxx N.A., 00 Xxxxx Xxxxxxxx, Xxxxx 00, Xxxxxxx, XX00000-0000, Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx XxxxxApril Yebd, Fax No. Telephone: 000-000-0000, EmailFax: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email0000 or email: xxxxxxx.xxxxxx@xx.xxxxxxxx.xxxx@xxxxxxxx.xxx; andor
(c) if to a LenderLender or an Issuing Bank, to it at its address (or fax numbernumber or email address) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or Schedule 10.01, as applicable, or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicableIncremental Term Loan Assumption Agreement, New Term Loan Commitment Agreement, Incremental Revolving Facility Amendment or Refinancing Amendment pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or email on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders and Issuing Banks from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that it will, or will cause their Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders and Issuing Banks under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10 or Section 10.08 (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrowers agree, and agree to cause their Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders or the Issuing Banks, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders and Issuing Banks may be “public-side” Lenders or Issuing Banks (i.e., Lenders and Issuing Banks that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials (other than financial statements delivered pursuant to Section 5.04(a) or (b) and the list of Disqualified Institutions) that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders and the Issuing Banks to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrowers notify the Administrative Agent promptly that any such document contains material non-public information: the Loan Documents. The Borrowers acknowledge and agree that financial statements delivered pursuant to Section 5.04(a) or (b) and the list of Disqualified Institutions shall be deemed to have been given at be suitable for posting on a portion of the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, Platform designated “Public Side Information” and shall be effective as provided in said paragraph. Notices posted to all Lenders and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved Issuing Banks by the Administrative Agent; provided Agent as soon as practicable after receipt thereof from the Lead Borrower. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Communications that are not made available through the foregoing shall not apply “Public Side Information” portion of the Platform and that may contain material non-public information with respect to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable Borrowers or their securities for purposes of receiving notices under such Article II by electronic communicationUnited States federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender and each Issuing Bank agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender and each Issuing Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices It is understood and other communications hereunder by notice to agreed that the Administrative Agent may, in its discretion, elect to not deliver to any Lender or Issuing Bank that is a Permitted Investor, and limit the Administrative Borroweraccess of any such Lender or Issuing Bank to, any Communications or other information that do not consist of Borrower Materials.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 mail, sent by faxfax or via electronic mail, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxAAC Holdings, Xxxxx 0000Inc., Xxxxxxxx000 Xxxxxx Xxxxx, Xxxxxxxx 00000Brentwood, TN 37027, Attention: Shai EvenXxxxxx X. XxXxxxxxxx, Chief Financial Officer (Telephone: 000-000-0000; Email: xxxxxxxxxxx@xxxxxxxxxx.xxx) and Attention: Xxxxxxxxxxx Xxx, General Counsel and Secretary (Telephone: 000-000-0000; Email: xxxx@xxxxxxxxxx.xxx);
(b) if to the Administrative Agent, to Credit Suisse AG, Agency Manager, Eleven Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(bc) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx[reserved]; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, their respective subsidiaries or their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, their respective subsidiaries or their respective securities for purposes of foreign, United States federal and state securities laws (except provided that, if to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC” unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it is incapable any such document contains material non-public information: (1) the Loan Documents, (2) any notification of receiving notices under changes in the terms of the Credit Facility and (3) all information delivered pursuant to Sections 5.04(a), (b) and (c). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of foreign, United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY LOAN PARTY IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH LOAN PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 email or fax, as follows:
(a) if to the Borrower or any Borrowerother Loan Party, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxxit at: YRC Worldwide Inc. Attention of Chief Financial Officer and General Counsel 00000 Xxx Xxxxxx Overland Park, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Kansas 66211 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 or 000-000-0000 Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxxx.xxxxxx@xxxx.xxx and xxx.xxx@xxxx.xxx With copy to: Xxxxxxxx & Xxxxx LLP Attention of Xxxxxxxx Xxxxxxxxx, with a copy to Xxxxxx & Xxxxxx LLP, Esq. 000 Xxxxx XxxxxxXxXxxxx Chicago, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Illinois 60654 Fax No. 000-000-0000, 0000 Tel. No. 000-000-0000 Email: xxxxxxxxxxx@xxxxx.xxx;xxxxxxxx.xxxxxxxxx@xxxxxxxx.xxx
(b) if to the Administrative Agent, to Barclays Bank PLCto: Alter Domus Products Corp. 000 X. Xxxxxxxxxx Street, 000 Xxxxxxx Xxxxxx9th Floor Chicago, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Illinois 60606 Attention: Xxx Xxxxx, Legal Department and Xxxx Xxxxxx Fax No. .: 000-000-0000, Email0000 Tel. No.: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, 0000 Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxx@xxxxxxxxxx.xxx and xxxx.xxxxxx@xxxxxxxxxx.xxx With a copy to: Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 Chicago, Illinois 60606 Fax No.: 000-000-0000 Tel. No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxx.xxx
(c) if to a Lender, to it at its address (email address or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Refinancing Amendment pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Required Lenders or Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Restricted Subsidiaries to, provide to the Administrative Agent and/or the Required Lenders all information, documents and other materials that it is obligated to furnish to the Administrative Agent and/or the Required Lenders pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Request for Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, or (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document, (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent and/or the Required Lenders to an electronic mail address as directed by the Administrative Agent and/or the Required Lenders. In addition, the Borrower agrees, and agrees to cause its Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent, the Required Lenders or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees (w) to use commercially reasonable effort to make all Borrower Materials that are to be made available to Public Lenders clearly and conspicuously “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or any of its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents, (2) financial statements and related documentation, in each case, provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower, its Restricted Subsidiaries or any of their respective securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NON-APPEALABLE RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S OR ITS RELATED PARTIES’ GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH, IN EACH CASE, AS DETERMINED BY THE FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Yellow Corp)
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed delivered or posted to have been given the Platform, or three Business Days after being deposited in the mail, postage prepaid, hand delivered or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours (New York time) for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower or the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xx, Deputy General Counsel Email: Xxxxx.Xx@xxxxxx.xxx Attention: Xxxxxxx Xxxxxx, Treasurer Email: Xxxxxxx.Xxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx &Garrison LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxx X. de la Bastide III Telecopy: (000) 000-0000 Telephone: (000)000-0000 Email: xxxxxxxxxxxx@xxxxxxxxx.xxx Agents (other than the Tranche B Administrative Agent): For loan borrowing notices, continuations, conversions, and payments: MidCap Funding IV Trust c/o MidCap Financial Services, LLC, as Servicer 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Portfolio Mgt. – Revlon transaction E-mail: xxxxxxx@xxxxxxxxxxxxxxx.xxx With a copy to: MidCap Funding IV Trust c/o MidCap Financial Services, LLC, as Servicer 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attention: Legal Group E-mail: xxxxxxxxxxxx@xxxxxxxxxxxxxxx.xxx With a copy (which shall not constitute notice) to: Proskauer Rose LLP Xxxxxx Xxxxx Xxxxxx Xxx Xxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxx Tel.: (000) 000-0000 E-mail address: xxxxxxx@xxxxxxxxx.xxx Tranche B Administrative Agent For loan borrowing notices, continuations, conversions, and payments: Alter Domus (US) LLC 000 X. Xxxxxxxxxx Street, 9th Floor Chicago, Illinois 60606 Attention: Legal Department and Xxxxx Xxxxxx Email: xxxxx@xxxxxxxxxx.xxx and xxxxxxxxx@xxxxxxxxxx.xxx With a copy (which shall not constitute notice) to: Holland & Knight LLP 000 X. Xxxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Email: xxxxxx.xxxxxxx@xxxxx.xxx provided, that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by posting to the Platform or by any electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided provided, that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Any Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided provided, that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower, each Agent and each Lender hereby acknowledges that (i) Holdings, the Borrower, the Administrative Agent otherwise prescribesand/or the Lead Arranger will make available to the Lenders, the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (icollectively, “Borrower Materials”) notices and other communications sent to an e-mail address shall be deemed received upon by posting the sender’s receipt of an acknowledgement from the intended recipient Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to Holdings, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided, that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent, each Issuing Lender and that the foregoing notice may be sent to such e-mail address. Any party hereto Swingline Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders, the Swingline Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative BorrowerAgent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxSUPERVALU Inc., 000 Xxxx Xxxxxx Xxxxxxxxx, X.X. Xxx 00, Xxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenTreasurer, Fax No. Fax: (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to SUPERVALU Inc., 0000 Xxxxxx & Xxxxxx LLPXxxxx Xxxxx, 000 Xxxxx XxxxxxXxxx Xxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxx 00000, Attention: Xxxx XxxxxxxxxxVice President, Fax No. Business Law, Fax: (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(bii) if to the Administrative Agent, to Barclays Xxxxxxx Xxxxx Bank PLCUSA, 000 to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 9.01(b);
(iii) if to the Collateral Agent, to Xxxxxxx XxxxxxSachs Bank USA, 00xx Xxxxxto the address, Xxx Xxxxfacsimile number, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(civ) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, .
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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. Each Xxxxxx agrees ; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to notify another person in the Administrative Agent in writing intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, and (including ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by electronic communication) from time to time of such Xxxxxx’s the intended recipient at its e-mail address to which as described in the foregoing notices may be sent clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(e) The Borrower hereby agrees, unless directed otherwise by electronic transmission and that the foregoing notice may be sent to such Administrative Agent or unless the e-mail address. Any party hereto may change address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its address or facsimile number for notices Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(f) The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by notice posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Administrative Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower., its Subsidiaries or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked
Appears in 1 contract
Samples: Amendment Agreement (Supervalu Inc)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to it at Ener1, Inc., 0000 Xxxxxxxx, Xxxxx 00X, Xxx Xxxx, XX 00000, Attention of Chief Executive Officer (Fax No. 000-000-0000), Email: xxxxxxxxxxxxx@xxxx0xxxxx.xxx; and
(b) if to the Administrative Borrower at 0000 Xxxxxxxxx Lender, to Credit Suisse, Agency Manager, Xxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx. All notices and other communications given to any party hereto in accordance with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 8.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.01. Notices As agreed to between the Borrower and other communications the Lender from time to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower maytime, in its discretion, agree to accept notices and other communications may also be delivered by e-mail to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon of a representative of the sender’s receipt of an acknowledgement applicable Person provided from the intended recipient (time to time by such as Person. The Borrower hereby agrees, unless directed otherwise by the “return receipt requested” functionLender, as availablethat it will, return e-mail or will cause its Subsidiaries to, provide to the Lender all information, documents and other written acknowledgement)materials that it is obligated to furnish to the Lender pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.09, (ii) notices relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications posted being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Lender to an Internet or intranet website shall be deemed received upon the deemed receipt electronic mail address as directed by the intended recipientLender. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Lender in the manner specified in the Loan Documents but only to the extent requested by the Lender. The Lender agrees that the receipt of the Communications by the Lender at its e-mail address as described in set forth above shall constitute effective delivery of the foregoing clause (i), Communications to the Lender for purposes of notification that such the Loan Documents. Nothing herein shall prejudice the right of the Lender to give any 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, pursuant to any Loan Document in any other manner specified in such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative BorrowerLoan Document.
Appears in 1 contract
Samples: Credit Agreement (Ener1 Inc)
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone hereunder (and except for electronic communications as provided belowin this Section 8.01), 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx Electronic Cigarettes International Group, Ltd., 10000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Fax Attention of Pxxxxx Xxxxxxxx (Facsimile No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;pxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx); and
(b) if to the Administrative AgentLender, to Barclays Bank PLCit at Calm Waters Partnership, 000 Xxxxxxx Xxxxxx100 X. 00xx Xx., 00xx XxxxxXxxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax Attention of Rxxxxxx X. Xxxxxx (Facsimile No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx jxxxxx@xxxxxxxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxkxxxxx@xxxxxxxxxxxxx.xxx), with a copy to Xxxxxx & Xxxxxxx LLPCalm Waters Partnership, 000 Xxxxx Xxxxxx100 X. 00xx Xx., Xxx XxxxXxxxxxxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx, Fax Attention of Sxxxx Xxxxxxxxx (Facsimile No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if sxxxxxxxxx@xxxxxxxxxxxxx.xxx). All notices and other communications given to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a any party hereto. Notices sent , in accordance with the provisions of this Agreement, shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service, or mailed sent by fax or on the date five (5) Business Days after dispatch by certified or registered mailmail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.01, or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.01. As agreed to among the Borrower and the Lender from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Lender or unless the electronic mail address referred to below has not been provided by the Lender to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Lender all information, documents and other materials that it is obligated to furnish to the Lender pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iii) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such nonexcluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Lender to an electronic mail address as directed by the Lender. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Lender in the manner specified in the Loan Documents but only to the extent requested by the Lender. The Borrower hereby acknowledges that the Lender may not wish to receive material nonpublic information with respect to the Borrower or its respective securities. The Borrower hereby agrees that (i) all materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “Borrower Materials”) that are to be made available to the Lender shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, and (ii) by marking all Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when received; notices sent by facsimile authorized the Lender to treat such Borrower Materials as not containing any material nonpublic information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws. Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given when sent (except that, if not given during normal business hours for be marked “PUBLIC,” unless the recipient, shall be deemed to have been given at Borrower notifies the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communicationemail) from time promptly prior to time their intended distribution after the Borrower has had a reasonable opportunity to review the Borrower Materials that any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of such Xxxxxxchanges in the terms of the Term Loan and (3) all information delivered pursuant to Section 5.04.(a), Section 5.04.(b) and Section 5.04.(c). Notwithstanding the foregoing, with the Lender’s e-mail address to which prior written consent, the foregoing notices Borrower may be sent by electronic transmission and provide Borrower Materials that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrowerare not marked “PUBLIC”.
Appears in 1 contract
Samples: Credit Agreement (Electronic Cigarettes International Group, Ltd.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrower, Holdings or any Guarantor, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXXX Xxxxxxxx Xxxxxxx, Xxxxx 00, Citigroup Centre, 0 Xxxx Xx, Xxxxxx XXX 0000, XxxxxxxxXxxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Attention of Xxxxx Xxxxxxx (Fax No. 000+00 0 0000 0000), E-000-0000, Emailmail: Shai.Even@ xxxxxxxxxxxxx.xxx, xxxxx.xxxxxxx@xxxxxxxxx.xx.xx; with a copy to Xxxxxx & Xxxxxx LLPXxxxx Zar, 000 Xxxxx XxxxxxVice President and General Counsel, Xxx XxxxUCI International, Xxx Xxxx 00000Inc., Attention: Xxxx 00000 Xxxxxxx 00 Xxxxx, Xxxxxxxxxx, Fax Xxxxxxx 00000 (Office No. 000812-000867-00004289), EmailE-mail: xxxxxxxxxxx@xxxxx.xxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxx Xxxxxxx Xxxxxx, 00xx Xxx Xxxx, XX 00000, Attention of Xxxx Portrait — Agency Manager (Fax No. 000-000-0000), E-mail: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to Credit Suisse AG in its capacity as an Issuing Bank, to Credit Suisse AG, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx XxxxxXX 00000 (Telephone No. 000-000-0000, Fax No. 000-000-0000), EmailE-mail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered Administrative Questionnaire provided by such Lender to the Administrative Agent or Agent. All notices and other communications given to any party hereto in accordance with the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this
Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Holdings and each Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to Holdings or the Borrowers, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and each Borrower agree, and agree to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Holdings and each Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of Holdings and the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to each Borrower or its securities) (each, a “Public Lender”). Holdings and each Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and any Borrower or its securities for purposes of foreign, United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless Holdings or a Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or a Borrower or its securities for purposes of foreign, United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice Communications to the Administrative Agent and for purposes of the Administrative Borrower.Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the
Appears in 1 contract
Samples: Credit Agreement (ASC Holdco, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications as otherwise specifically provided below)herein, 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 mail, or sent by faxtelefacsimile or as an attachment to an electronic mail message (utilizing “pdf”, “tiff” or similar electronic graphic file transmission; provided, that (x) any signature thereon shall be in the form of a scan of an original manual signature, and (y) a hard copy including an original signature shall be sent by overnight courier on the same day as such electronic mail message is transmitted), as follows:
(a) if to any the Borrower, to the Administrative Borrower at Beazer Homes USA, Inc., 0000 Xxxxxxxxx XxxxxxXx, Xxxxx 0000Suite 260, XxxxxxxxAtlanta, Xxxxxxxx 00000GA 30328, Attention: Shai EvenXxxxxx X. Xxxxxxx, Fax No. Chief Financial Officer, telefacsimile number (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxx X. Xxxxxxx, Fax No. General Counsel, telefacsimile number (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;; and
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax numbernumber or e-mail address) set forth on. All notices and other communications given to any party hereto in accordance with the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered telefacsimile or furnished by electronic communication (including e-mail as provided above and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 recipientsuch recipient party, such notice or communication shall be deemed to have been sent at the opening of business on the next date five Business Day for Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the recipientlatest unrevoked direction from such party given in accordance with this Section 9.01. Each Xxxxxx agrees As agreed to notify between the Administrative Agent Borrower and the Lender from time to time, and subject to the provisions in writing (including the parenthetical of the first sentence of this Section 9.01, notices and other communications may also be delivered by electronic communication) mail to the e-mail address of a representative of the applicable Person provided from time to time of by such Xxxxxx’s e-Person. Each Obligor hereby agrees, unless directed otherwise by the Lender or unless the electronic mail address referred to which below has not been provided by the foregoing notices Lender to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Lender all information, documents and other materials that it is obligated to furnish to the Lender pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is a Borrowing Request and Acceptance, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing of the Term Loan or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Lender to an electronic mail address as directed by the Lender. In addition, each Obligor agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Lender, as the case may be sent be, in the manner specified in the Loan Documents but only to the extent requested by electronic transmission and the Lender. Nothing herein shall prejudice the right of the Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. The Lender agrees that its receipt of the foregoing notice may be sent to such Communications at its e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice , if supplied to the Administrative Agent and Borrower from time to time, shall constitute effective delivery of the Administrative BorrowerCommunications for purposes of the Loan Documents.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below)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 faxfax or, where permitted elsewhere in this Agreement, electronic communication as set forth in Section 9.01(e), as follows:
(a) if to Holdings, the Borrower or any Borrowerother Loan Party, to the Administrative Borrower Holdings at 0000 Xxxxxxxxx Xxxxxx00000 Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 0000Xxx Xxxxx, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Attention of Chief Financial Officer (Fax No. (000-) 000-0000), Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxXxxx.Xxxxxxx@xxxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx XxxxxxEleven Madison Avenue, 00xx Xxxxx23rd Floor, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax Nofax no. 000-000-0000, Emaile-mail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxEleven Madison Avenue, Xxx Xxxx23rd Floor, Xxx Xxxx 00000New York, AttentionNY 10010, Attn: Xxxxxxx X. XxxxxxLoan Operations, Fax No. 000e-000-0000, Emailmail: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the recipient)latest unrevoked direction from such party given in accordance with this Section 9.01. Notices delivered through electronic communications, to the extent provided in the immediately following paragraphparagraph (e) below, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication paragraph (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Samples: Credit Agreement (Diamond Resorts International, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower at Center Point Terminal Company, LLC, 0000 Xxxxxxxxx XxxxxxXxxxxxx Xxxx., Xxxxx 0000000, XxxxxxxxXx. Xxxxx, Xxxxxxxx 00000, Attention: Shai EvenChief Financial Officer, Fax No. [ ], Tel. No. [ ], Email: [ ], with a copy to Center Point Terminal Company, LLC, 0000 Xxxxxxx Xxxx., Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000, Attention: Legal Department, Fax No. [ ], Tel. No. [ ], Email: [ ];
(b) if to the Administrative Agent, to 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxx, Fax No. [000-000-0000], Email: Xxxxx@xx.xxxx.xx / Xxxxxxxxxx@xx.xxxx.xx, with a copy to McGuireWoods LLP, 1345 Avenue of the Americas, Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000-0000, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxx@xxxxxxxxxxxx.xxx, with a copy to Attention of Xxxxx Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Borrower. The Borrower agrees that the Administrative BorrowerAgent and the Collateral Agent may, but shall not be obligated to, make the Communications available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Administrative Agent and the Collateral Agent and their respective Related Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose,
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to Holdings, Borrower or any Borrowerother Loan Party, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxxit at: Surgery Center Holdings, Inc. Attention of Xxxxxx Xxxxxx 00 Xxxxxx Xxxxx 0000Boulevard, XxxxxxxxSuite 500 Nashville, Xxxxxxxx 00000TN 37215 Office: 000.000.0000 Fax: 000.000.0000 Email: xxxxxxx@xxxxxxx.xxx With copy to:
H.I. G. Capital, AttentionLLC Attention of Xxxxxxxxxxx Xxxxxxx Address: Shai EvenH.I.G. Capital 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Fax No. (000) 000-000-0000, 0000 Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to xxxxxxxx@xxxxxxxxxx.xxx and Ropes & Xxxx LLP Attention of Xxxxxxxx Xxxxxxxx Address: 0000 Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx Xxxxxxxxxx, -0000 Fax No. (000) 000-000-0000, 0000 Email: xxxxxxxxxxx@xxxxx.xxx;Xxxxxxxx.Xxxxxxxx@xxxxxxxxx.xxx
(b) if to the Administrative Agent or the Collateral Agent, to Barclays Bank PLC, it at: Jefferies Finance LLC Attention of Account Officer – Surgery Partners Address: 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, XX 00000 Fax No. (000) 000-000-0000, 0000 Email: xxxxxxx.xxxxxx@xx.xxx; andxxxx.xxxxx@xxxxxxxxx.xxx
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have become a party hereto; and
(d) if to any Issuing Bank, to it at its address (or fax number) as set forth on Schedule 2.01. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. Notices and other communications As agreed to among Holdings, the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Borrower, the Administrative Agent; provided that , the foregoing shall not apply applicable Lenders or Issuing Banks from time to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower maytime, in its discretion, agree to accept notices and other communications may also be delivered by e- mail to it hereunder the e-mail address of a representative of the applicable Person provided from time to time by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communicationsPerson. Unless the Administrative Agent otherwise prescribes, (iA) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgementacknowledgment), 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 notice 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, and (B) 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 (A) of notification that such notice or communication is available and identifying the website address therefor. Each Xxxxxx Loan Party hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to such Loan Party, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a request for a Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, each Loan Party agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Nothing in this Section 10.01 shall prejudice the right of any Agent, Lender, Issuing Bank or Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require. Each Loan Party hereby acknowledges that (a) the Administrative Agent will make available to the Lenders or the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its respective securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) financial statements and related documentation provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its securities for purposes of United States Federal or state securities laws. THE PLATFORM AND ANY APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ISSUING BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATED TO ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET (INCLUDING THE PLATFORM), EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender and Issuing Bank agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank for purposes of the Loan Documents. Each Lender and Issuing Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s its e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent or any Lender or Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. Each Loan Party, each Lender and each Agent agrees that the Administrative BorrowerAgent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.
Appears in 1 contract
Samples: First Lien Credit Agreement (Surgery Partners, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXxxx Xxx Xxxxx, Xxxxx 0000000, XxxxxxxxXxxxxxx, Xxxxxxxx XX 00000, Attention: Shai Even, Attention of Chief Financial Officer (Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxxx Xxxxxx & L.L.P. at 0000 XxXxxxxx, Suite 1900, Houston, Texas 77010, Attention of Xxxxx X. Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, (Fax No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx);
(bii) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse, 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx, Attention of Agency Group (Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx); and
(ciii) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices and other communications As agreed to among the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower mayBorrower, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.
(b) Each of the Lenders and the Borrower agree, and the Borrower shall cause each Guarantor to agree, that the Administrative BorrowerAgent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).
(c) 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 and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees, and the Borrower shall cause each Guarantor to acknowledge and agree, that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders and the Borrower hereby approves, and the Borrower shall cause each Subsidiary Guarantor to approve, distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes, and the Borrower shall cause each Subsidiary Guarantor to understand and assume, the risks of such distribution.
(d) The Approved Electronic Platform and the Approved Electronic Communications are provided “as is” and “as available”. None of the Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy or completeness of the Approved Electronic Communications or the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, 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 the Agent Affiliates in connection with the Approved Electronic Platform or the Approved Electronic Communications.
(e) Each of the Lenders and the Borrower agree, and the Borrower shall cause each Subsidiary Guarantor to agree, that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attention of Xxxxxx X. Xxxx (Fax No. (000) 000-0000); with a copy to WSP: Xxx Xxxxx 0000Xxxxxx Xxxxx, XxxxxxxxSuite 4800, Xxxxxxxx 00000Chicago, IL 60606, Attention: Shai EvenXxxxx Xxxxxx (Fax No. (000) 000-0000), and a copy to Xxxxxxxx & Xxxxx LLP: ? ? 000 X. XxXxxxx, Chicago, IL 60654, Attention: Xxxxxxxxxxx Xxxxxx, P.C. (Fax No. (000) 000-0000);
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx Portrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 1.01(c) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Assumption pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, hereto All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 11.02 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 11.02. Notices As agreed to among the Borrower and the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by electronic mail to the electronic mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders hereunder may under Article 7, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 4.04 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 3.05, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or furnished other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved address as directed by the Administrative Agent; provided that . In addition, the foregoing shall not apply Borrower agrees, and agrees to notices cause its Subsidiaries, to any Lender pursuant continue to Article II if such Xxxxxx has notified provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that it is incapable (a) the Administrative Agent will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of receiving notices under the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PERSONS HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Roundy's, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Payer, to the Administrative Borrower it at 0000 00-00 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxx 0000X0 0XX, Xxxxxxxx, Xxxxxxxx 00000Xxxxxxx, Attention: Shai EvenChief Financial Officer, Fax No. 000-000-00 00 0000 0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, Holdings at 000 Xxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000 Xxxxxxx, Xxx Xxxx XX 00000, Attention: Xxxx XxxxxxxxxxChief Financial Officer, Fax No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to any Payer Party (other than the Administrative AgentPayer), to Barclays Bank PLCit at c/o Endeavour International Corporation, 000 Xxxxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000 Xxxxxxx, Xxx XxxxXX, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andChief Financial Officer;
(c) if to a Lenderthe Payee, to it at its address 00, xxxxxx Xxxxxxxx, X-0000 Xxxxxxxxxx; and
(or fax numberd) set forth in the administrative questionnaire delivered if to the Administrative Agent or Collateral Agent, to it at Credit Suisse, Eleven Madison Avenue, 23rd Floor, Xxx Xxxx, XX 00000, Attn: Loan Operations – Boutique Management, Telephone No.: (000) 000 0000, Email: Xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx. All notices and other communications given to any party hereto in accordance with the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax (or other electronic communications pursuant to procedures approved by the Payee) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 11.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 11.01. As agreed to among Holdings, the Payer, the Payee and the Collateral Agent from time to time, notices and other communications may also be delivered by e‑mail to the e‑mail address of a representative of the applicable Person provided from time to time by such Person and shall be deemed to have been given when sent as of the date of receipt thereof. The Payer hereby agrees, unless directed otherwise by the Payee or unless the electronic mail address referred to below has not been provided by the Payee to the Payer, that it will, or will cause its Subsidiaries to, provide to the Payee all information, documents and other materials that it is obligated to furnish to the Payee pursuant to the LC Procurement Documents or to the Lenders under Article VII, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (except thati) relates to the payment of any Fees or other amounts due under this Agreement prior to the scheduled date therefor, if not given during normal business hours for (ii) provides notice of any Default or Event of Default under this Agreement or any other LC Procurement Document or (iii) is required to be delivered to satisfy any condition precedent to the recipienteffectiveness of this Agreement (all such non-excluded communications being referred to herein collectively as “Communications”), shall be deemed by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to have been given at the opening of business on Payee to an electronic mail address as directed by the next Business Day for Payee. In HN\1118344.20 addition, the recipient). Notices delivered through electronic communicationsPayer agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Payee, as the case may be, in the manner specified in the LC Procurement Documents but only to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved requested by the Administrative Agent; provided that Payee. Nothing herein shall prejudice the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified right of the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent Payee or the Administrative Borrower may, in its discretion, agree Collateral Agent to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 give any 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, pursuant to any LC Procurement Document in any other manner specified in such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative BorrowerLC Procurement Document.
Appears in 1 contract
Samples: Lc Procurement Agreement (Endeavour International Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted hereby to be given by telephone (and except for electronic communications provided below)telephone, all notices and other communications provided for herein shall be in writing and and, except as otherwise provided in this Section 9.01, shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by e-mail or fax, and all notices, demands, requests and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable number, as follows:
(a) if to any Borrowerthe Borrower or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxSportsman’s Warehouse, Xxxxx 00007000 X. Xxxx Xxxx Xxxxx, XxxxxxxxXxxxxxx, Xxxxxxxx XX 00000, Attention: Shai EvenAttention Chief Financial Officer, Fax No. 000800-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000Phone 800-000-0000, EmailE- mail: xxxxxxxxxxx@xxxxx.xxxkxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCortland Capital Market Services LLC, 000 Xxxxxxx 200 Xxxx Xxxxxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx XX 00000, Attention: Xxx XxxxxAxxxx Xxxxx and Legal Department, Fax No. 000300-000-0000, EmailE-mail: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxaxxxx.xxxxx@xxxxxxxxxxxxxx.xxx; lxxxx@xxxxxxxxxxxxxx.xxx, with a copy copy, which shall not constitute notice, to Xxxxxx Holland & Xxxxxxx Knight LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Jxxxxx X. XxxxxxXxxxxxx, Fax No. 000300-000-0000, EmailPhone: xxxxxxx.xxxxxx@xx.xxx300-000-0000, E-mail: jxxxxx.xxxxxxx@xxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by overnight courier service or e-mail or sent by facsimile shall be deemed to have been given when sent fax or other electronic image scan transmission (except that, 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 electronic communications) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices As agreed to among Holdings, the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Loan Documents may be transmitted and/or signed by facsimile or other electronic image transmission (e.g., “PDF” or “TIF” via electronic mail). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on the Loan Parties party thereto, the Administrative Agent and the Lenders. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders hereunder may under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or furnished other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved address as directed by the Administrative Agent; provided that . In addition, the foregoing shall not apply Borrower agrees, and agrees to notices cause its Subsidiaries, to any Lender pursuant continue to Article II if such Xxxxxx has notified provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that it is incapable (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders (and prospective Lenders, assignees and participants) materials and/or information provided by or on behalf of receiving notices under the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (and prospective Lenders, assignees and participants) may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non- public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Article II by electronic communicationBorrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Loan Documents. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE PLATFORM, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Term Loan Agreement (Sportsman's Warehouse Holdings, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower at Center Point Terminal Company, LLC, 0000 Xxxxxxxxx XxxxxxXxxxxxx Xxxx., Xxxxx 0000000, XxxxxxxxXx. Xxxxx, Xxxxxxxx 00000, Attention: Shai EvenChief Financial Officer, Tel. No. (000) 000-0000, with a copy to Center Point Terminal Company, LLC, 0000 Xxxxxxx Xxxx., Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000, Attention: Legal Department, Tel. No. (000) 000-0000;
(b) if to the Administrative Agent, to 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxx, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxXxxxx@xx.xxxx.xx / Xxxxxxxxxx@xx.xxxx.xx, with a copy to Xxxxxx & Xxxxxx McGuireWoods LLP, 000 Xxxxx Xxxxxx1345 Avenue of the Americas, Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx Xxxxxxxxxx-0000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agentxxxxxxx@xxxxxxxxxxxx.xxx, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Attention of Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Borrower. The Borrower agrees that the Administrative Agent and the Collateral Agent may, but shall not be obligated to, make the Communications available to the Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Administrative Agent and the Collateral Agent and their respective Related Parties do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, 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 the Administrative Agent or the Collateral Agent or any of their respective Related Parties in connection with the Communications or the Platform. In no event shall the Administrative Agent or the Collateral Agent or any of their respective Related Parties have any liability to the Borrower or any of its Subsidiaries, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower.’s, any Subsidiary’s or the Administrative Agent’s or the Collateral
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfacsimile transmission, as follows:
(a) if to any the Borrower, to the Administrative Borrower Private National Mortgage Acceptance Company, LLC, Attention of: Xxxxxx Xxxxx / Xxxxxxx Xxxxxx, at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, XxxxxxxxXx., Xxxxxxxx Xxxxxxx, XX 00000, Attentionin each case at Phone: Shai Even, Fax No. (000) 000-0000 / (000) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxx@xxxxx.xxx / xxxxxxx.xxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Loan Operations – Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxx Xxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxAttention of: Loan Operations – Boutique Management, Eleven Madison Avenue, 6th Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxxxxxx X. Xxxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (including email address or fax facsimile number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 1.01(b) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile shall be deemed to have been given when sent transmission (except that, if not given during the normal business hours for of 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 electronic communications) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, subject to the last paragraph of Section 5.01 or unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents or to the Lenders hereunder may under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered or furnished to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved address as directed by the Administrative Agent; provided that . In addition, the foregoing shall not apply Borrower agrees, and agrees to notices cause the Restricted Subsidiaries, to any Lender pursuant continue to Article II if such Xxxxxx has notified provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that it is incapable the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of receiving notices under the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”). Each Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationLender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Lender or its delegate, in accordance with such Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to New Holdings, Holdings, the Borrower or their respective securities for purposes of United States federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientCredit Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.
Appears in 1 contract
Samples: Credit Agreement (PennyMac Financial Services, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXxxxxx Xxxxxxxxx, Xxxxx 0000, XxxxxxxxXxXxxx, Xxxxxxxx 00000Virginia 22102, Attention: Shai EvenAttention of Xxxxxxx X. Xxxxx, Fax No. (000) 000-0000 or (000) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, the Swingline Lender or the Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx Xxxxxx, 00xx XxxxxCayman Islands Branch, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxAttention of the Agency Manager, Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, to Wilmington Trust Company, 0000 X. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention of Corporate Capital Markets, Fax No. (000) 000-0000; and
(d) if to a LenderLender or an Issuing Bank, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the its Administrative Agent Questionnaire or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor” and shall post the same only on such Article II by electronic communicationportion. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to Holdings, Borrower or any Borrowerother Loan Party, to the Administrative Borrower at it at: Surgery Center Holdings, Inc. Attention of Xxxxxx Xxxxxx 00 Xxxxxx Xxxxx Boulevard, Suite 500 Nashville, TN 37215 Fax: (000) 000-0000 Xxxxxxxxx Email: xxxxxxx@xxxxxxxxxxxxxxx.xxx with copy to (which shall not constitute notice): Ropes & Xxxx LLP Attention of Xxxxx X. Xxxx 800 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, XX 00000 Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to xxxxx.xxxx@xxxxxxxxx.xxx and Ropes & Xxxx LLP Attention of Xxxxxxxx Xxxxxxxx 1200 Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, XX 00000 Email: xxxxxxxxxxx@xxxxx.xxx;xxxxxxxx.xxxxxxxx@xxxxxxxxx.xxx
(b) if to the Administrative Agent or the Collateral Agent, to Barclays Bank PLC, 000 it at: Jefferies Finance LLC Attention of Account Officer — Surgery Partners 520 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, AttentionXX 00000 Fax: Xxx Xxxxx, Fax No. (000) 000-000-0000, 0000 Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxx.xxxxx@xxxxxxxxx.xxx
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have become a party hereto; and
(d) if to any Issuing Bank, to it at its address (or fax number) as set forth on Schedule 2.01. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. Notices and other communications As agreed to among Holdings, the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Borrower, the Administrative Agent; provided that , the foregoing shall not apply applicable Lenders or Issuing Banks from time to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower maytime, in its discretion, agree to accept notices and other communications may also be delivered by e-mail to it hereunder the e-mail address of a representative of the applicable Person provided from time to time by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communicationsPerson. Unless the Administrative Agent otherwise prescribes, (iA) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgementacknowledgment), 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 notice 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, and (B) 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 (A) of notification that such notice or communication is available and identifying the website address therefor. Each Xxxxxx Loan Party hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to such Loan Party, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a request for a Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, each Loan Party agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Nothing in this Section 10.01 shall prejudice the right of any Agent, Lender, Issuing Bank or Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require. Each Loan Party hereby acknowledges that (a) the Administrative Agent will make available to the Lenders or the Issuing Banks materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its respective securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) financial statements and related documentation provided pursuant to Section 6.01(a) or 6.01(b) and (3) notification of changes in the terms of the Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings (or any parent thereof) or the Borrower or any of its securities for purposes of United States Federal or state securities laws. THE PLATFORM AND ANY APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS AND THE APPROVED ELECTRONIC COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ISSUING BANK OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATED TO ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET (INCLUDING THE PLATFORM), EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender and Issuing Bank agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender or Issuing Bank for purposes of the Loan Documents. Each Lender and Issuing Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s its e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent or any Lender or Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. Each Loan Party, each Lender and each Agent agrees that the Administrative BorrowerAgent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower at it at: Nxxx Xxxxx +0 000 000 0000 Xxxxxxxxx c/o Altice USA, Inc.
1 Xxxxx Xxxxxx Xxxx Xxxx Xxxxxx Xxxx, XX 00000 United States of America Mxxxxxx Xxxxxxxxxx Mxxxxxx.Xxxxxxxxxx@xxxxxxxxx.xxx +00-(0)0000-000000 Ropes & Gxxx LLP, 60 Ludgate Hill, 3xx xxxxx, Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000XX0X 0XX Xxxxxx Xxxxxxx Axxxxxxxx Xxxxxx Axxxxxxxx.Xxxxxx@xxxxxxxxx.xxx +00-(0)0000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx 000000 Ropes & Xxxxxx Gxxx LLP, 000 Xxxxx 60 Ludgate Hill, 3xx xxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;XX0X 0XX Xxxxxx Xxxxxxx
(bii) if to the Administrative Agent, to Barclays Bank PLCthe address, 000 Xxxxxxx Xxxxxxfacsimile number, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(ciii) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent hereto or as otherwise communicated in writing from time to time by hand such Lender to the Borrower and the Administrative Agent.
(iv) If to the Collateral Agent, to the address, facsimile number, electronic mail address or overnight courier service, or mailed by certified or registered mail, telephone number set forth in Section 5.01(b) of the Closing Date Intercreditor Agreement.
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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. Each Xxxxxx agrees ; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to notify another person in the Administrative Agent in writing intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, and (including ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by electronic communication) from time to time of such Xxxxxx’s the intended recipient at its e-mail address to which as described in the foregoing notices may be sent clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(e) The Borrower hereby agrees, unless directed otherwise by electronic transmission and that the foregoing notice may be sent to such Administrative Agent or unless the e-mail address. Any party hereto may change address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its address or facsimile number for notices and other communications hereunder by notice Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Borrower.Agent pursuant to the Loan Documents or to the Lenders under Article IV of Annex I hereof or under Article V hereof, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, or a notice pursuant to Section 2.10,
Appears in 1 contract
Samples: Credit Agreement (Altice USA, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at Magnum Hunter Resources Corporation, 0000 Xxxxxxxxx XxxxxxXxxxx Xxxxx, Xxxxxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Attention Xxxxxx X. Xxxxxx (Fax No. 000-000-0000);
(ii) if to the Administrative Agent, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLPCantor Xxxxxxxxxx Securities, 000 Xxxxx Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Attention Xxxx Xxxxxxxxxx, Fax Xxxxxxx (Magnum Hunter Resources DIP) (Telecopy No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx), with a copy to Xxxxxx & Xxxxxxx LLPCantor Xxxxxxxxxx Securities, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention Xxxxxx Xxxxx (Telecopy No. (000) 000-0000);
(iii) if the Collateral Agent, to Cantor Xxxxxxxxxx Securities, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Attention Xxxx Xxxxxxx X. Xxxxxx, Fax (Magnum Hunter Resources DIP) (Telecopy No. (000-) 000-0000), Email: xxxxxxx.xxxxxx@xx.xxxwith a copy to Cantor Xxxxxxxxxx Securities, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention Xxxxxx Xxxxx (Telecopy No. (000) 000-0000; and
(civ) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Assumption pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01; however, notices to the Agents shall only be effective upon actual receipt. As agreed to among the Borrower, the Agents and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrower notifies the Administrative Agent promptly that it any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the DIP Facility and (3) all information delivered pursuant to Sections 5.01(a) and (b). Each Lender hereby agrees that any Lender that is incapable a Company Competitor shall be deemed a Public Lender for purpose of receiving notices under Section 9.01 hereof. Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE AGENTS NOR ANY OF THEIR RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. Notwithstanding anything contained herein to the Administrative Borrowercontrary, under no circumstances shall (a) any Loan Party have (or be deemed to have) a cleansing obligation with respect to any Lender (including any Public Lender) on account of any information provided pursuant to any Loan Document or (b) any Lender (including any Public Lender) have (or be deemed to have) a cleansing right on account of any information provided pursuant to any Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfacsimile transmission, as follows:
(a) if to any the Borrower, to the Administrative Borrower Private National Mortgage Acceptance Company, LLC, Attention of: Xxxxxx Xxxxx / Xxxxx Xxxxxxxxxxx, (i) prior to March 14, 2016, at 0000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, and (ii) on and after March 14, 2016, at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, XxxxxxxxXx., Xxxxxxxx Xxxxxxx, XX 00000, Attentionin each case at Phone: Shai Even, Fax No. (000) 000-0000 / (000) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxx@xxxxx.xxx / xxxxx.xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Loan Operations – Agency Manager, Eleven Xxxxxxx Xxxxxx, 00xx 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxx Xxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPCredit Suisse AG, 000 Xxxxx XxxxxxAttention of: Loan Operations – Boutique Management, Eleven Madison Avenue, 6th Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionFax: Xxxxxxx X. Xxxxxx000-000-0000, Fax No. Phone: 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (including email address or fax facsimile number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 1.01(b) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile shall be deemed to have been given when sent transmission (except that, if not given during the normal business hours for of 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 electronic communications) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. Notices and other communications As agreed to among the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower mayBorrower, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, subject to the last paragraph of Section 5.01 or unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Credit Documents or to the Lenders under Article 5, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Pennymac Financial Services, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxSUPERVALU Inc., 000 Xxxx Xxxxxx Xxxxxxxxx, X.X. Xxx 00, Xxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenTreasurer, Fax No. Fax: (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to SUPERVALU Inc., 0000 Xxxxxx & Xxxxxx LLPXxxxx Xxxxx, 000 Xxxxx XxxxxxXxxx Xxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxxx 00000, Attention: Xxxx XxxxxxxxxxExecutive Vice President and General Counsel, Fax No. Fax: (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(bii) if to the Administrative Agent, to Barclays Xxxxxxx Xxxxx Bank PLCUSA, 000 to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 9.01(b);
(iii) if to the Collateral Agent, to Xxxxxxx XxxxxxSachs Bank USA, 00xx Xxxxxto the address, Xxx Xxxxfacsimile number, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxelectronic mail address or telephone number specified for such Person on Schedule 9.01(b); and
(civ) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, .
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to another person in the intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, 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.
(e) The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. Each Xxxxxx In addition, the Borrower agrees, and agrees to notify cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(f) The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower, its Subsidiaries or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC” and the Borrower agrees that the following documents may be distributed to all Lenders (including Public Lenders) unless, solely with respect to the documents described in clauses (B) and (C) below, the Borrower advises the Administrative Agent in writing (including by electronic communicatione-mail) from within a reasonable time prior to time their intended distribution that such material should only be distributed to Lenders other than Public Lenders (it being agreed that the Borrower and its counsel shall have been given a reasonable opportunity to review such documents and comply with applicable securities law disclosure obligations): (A) the Loan Documents; (B) administrative materials prepared by the Administrative Agent for prospective Lenders; (C) term sheets and notification of changes in the terms of the Term Facility; and (D) the Audited Financial Statements, the Deal Basis Financial Statements and the financial statements and certificates furnished pursuant to Sections 5.01(a) and 5.01(b).
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such XxxxxxPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(h) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(i) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address to which set forth above shall constitute effective delivery of the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice Communications to the Administrative Agent and for purposes of the Administrative Borrower.Loan
Appears in 1 contract
Samples: Amendment Agreement (Supervalu Inc)
Notices Electronic Communications. Except in the case of for notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below)and/or email hereunder, 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, as follows:
(a) if to any Borrowerthe Borrower or Intermediate Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxADS Waste Holdings, Xxxxx 0000Inc., Xxxxxxxx00 Xxxx Xxxx Xxxx, Xxxxxxxx 00000Ponte Vedra, Florida 32081, Attention: Shai EvenXxxxxx X. Xxxx, Fax No. Chief Financial Officer, Fax: 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLPADS Waste Holdings, 000 Xxxxx XxxxxxInc., Xxx 00 Xxxx Xxxx Xxxx, Xxx Xxxx 00000Ponte Vedra, Florida 32081, Attention: Xxxx XxxxxxxxxxXxxxx X. Xxxxxxxxxxx, Fax No. General Counsel, Fax: 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCDBTCA, 000 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx XxxxxXxxx Xxxxxx, Fax Telephone No. .: (000-) 000-0000, Facsimile No.: (000) 000-0000, and for Letter of Credit requests: Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxxxxxx_xxxx_xx@xxxx.xx.xxx;
(c) if to the Collateral Agent, with a copy to Xxxxxx & Xxxxxxx LLPDBTCA, 000 Xxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxXxxxxx Xxxxxxxx, Fax No. Fax: (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01(a) or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among, the Borrower (and, prior to the Amendment No. 3 Effective Date, Intermediate Holdings), the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by electronic mail to the electronic mail address of a representative of the applicable Person provided from time to time by such Person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to above has not been provided by the Administrative Agent to the Borrower, that it will, and will cause the Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or their securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except provided 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 electronic communications, to the extent provided such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents and (2) notification of changes in the immediately following paragraphterms of the Credit Facilities; provided that each Non-Debt Fund Affiliate that is a Lender hereunder on the Closing Date or at any time thereafter hereby acknowledges and agrees that (x) it shall not have the right to receive information, shall be effective as reports or other materials provided in said paragraph. Notices and other communications solely to Lenders by the Administrative Agent or any Lender, except to the extent made available to the Borrower and (y) it will not be permitted to attend or participate in meetings attended solely by the Lenders hereunder and the Administrative Agent or access any electronic site established for the Lenders (notwithstanding that it may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved granted access thereto by the Administrative Agent; provided ) or confidential communications from counsel or financial advisors of the Administrative Agent or the Lenders (it being understood and agreed, that the foregoing shall not apply notices of Borrowings, notices or prepayments and other administrative notices in respect of its Loans required to notices be delivered to any Lender Lenders pursuant to Article II if shall be delivered directly to it). Each Public Lender agrees to cause at least one individual at or on behalf of such Xxxxxx has notified Public Lender to at all times have selected the Administrative Agent “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that it is incapable are not made available through the “Public Side Information” portion of receiving notices under such Article II by electronic communicationthe Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-at its electronic mail address set forth above shall be deemed received upon constitute effective delivery of the sender’s Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of an acknowledgement from notice to it (as provided in the intended recipient (such as by next sentence) specifying that the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications Communications have been posted to an Internet or intranet website the Platform 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 constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-electronic mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Advanced Disposal Services, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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 faxfax or email (as set forth in the applicable notice provision), as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at c/o Hemisphere Media Group, Inc., 0000 Xxxxxxxxx XxxxxxXxxxx xx Xxxx Blvd., Suite 650, Coral Gables, FL 33146, Attention of Xxxxx 0000Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attentionemail: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx, with a copy to Xxxxxx Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxxxxx Esq., Fax No. 000-000-00000000 and a copy to Xxxx X. Xxxxxxx, Emailemail: xxxxxxxxxxx@xxxxx.xxxxxxxxxxx@xxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCJPMorgan Chase Bank, 000 N.A., 00 Xxxxx Xxxxxxxx, Xxxxx 00, Xxxxxxx XX, 00000-0000, Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx XxxxxApril Yebd, Fax No. Telephone: 000-000-0000, EmailFax: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email0000 or email: xxxxxxx.xxxxxx@xx.xxxxxxxx.xxxx@xxxxxxxx.xxx; andor
(c) if to a Lender, to it at its address (or fax numbernumber or email address) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicableIncremental Term Loan Assumption Agreement, New Term Loan Commitment Agreement or Refinancing Amendment pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or email on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. The Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that it will, or will cause their Restricted Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrowers agree, and agree to cause their Restricted Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials (other than financial statements delivered pursuant to Section 5.04(a) or (b) and the list of Disqualified Institutions) that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrowers notify the Administrative Agent promptly that any such document contains material non-public information: the Loan Documents. The Borrowers acknowledge and agree that financial statements delivered pursuant to Section 5.04(a) or (b) and the list of Disqualified Institutions shall be deemed to have been given at be suitable for posting on a portion of the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, Platform designated “Public Side Information” and shall be effective as provided in said paragraph. Notices and other communications posted to the all Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided Agent as soon as practicable after receipt thereof from the Lead Borrower. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to Communications that are not made available through the foregoing shall not apply “Public Side Information” portion of the Platform and that may contain material non-public information with respect to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable Borrowers or their securities for purposes of receiving notices under such Article II by electronic communicationUnited States federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices It is understood and other communications hereunder by notice to agreed that the Administrative Agent may, in its discretion, elect to not deliver to any Lender that is a Permitted Investor, and limit the Administrative Borroweraccess of any such Lender to, any Communications or other information that do not consist of Borrower Materials.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices a) 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, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxSUPERVALU Inc., 000 Xxxx Xxxxxx Xxxxxxxxx, X.X. Xxx 00, Xxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai EvenTreasurer, Fax No. Fax: (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to SUPERVALU Inc., 0000 Xxxxxx & Xxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000, Attention: Vice President, Business Law, Fax: (000) 000-0000;
(ii) if to the Administrative Agent, to Credit Xxxxxx LLPXX, 000 Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxLoan Agency Manager, Fax No. Fax: (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(biii) if to the Administrative Collateral Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx XxxxxxOne Madison Avenue, 00xx Xxxxx2nd Floor, Xxx XxxxNew York, Xxx Xxxx 00000New York 10010, Attention: Xxx XxxxxLoan Operations – Boutique Management, Fax No. Primary Contact: Xxxxxxx Xxxxxxx, Tel: (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(civ) if to a Lender, to it such Lender at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, .
(b) All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
(c) As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. .
(d) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senderintended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requesteddelivery receipt” 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 notice 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; provided, further, that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to another person in the intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance with such instructions, 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.
(e) The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(f) The Borrower hereby acknowledges that (i) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Term Facility.
(g) Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(h) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(i) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Xxxxxx Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the Administrative Borrower.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxWMG Acquisition Corp., Xxxxx 0000c/o Warner Music Group Corp., 1000 Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000200-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, wxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Pxxxxxxx LLP, 000 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxPxxxxx Xxxxxx, Esq., Fax No. 000.: 200-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx Attention of: Sxxx Portrait, Eleven Mxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 200-000-0000, Email: agency.loanops@credit_sxxxxx.xxx; 1003651351v23
(c) if to the Issuing Bank, to Credit Suisse AG, Attention of: Jxxx Xxxxx, Eleven Mxxxxxx Xxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000200-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxlxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. Notices and other communications As agreed to among the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower mayBorrower, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower., the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean 1003651351v23
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx 00 Xxxxxx Xxxxxx, Xxxxx 00009th Floor, XxxxxxxxNew York, Xxxxxxxx 00000New York 10014, Attention: Shai EvenXxx Xxxxxx, Fax No. Chief Operating Officer, Tel: (000-) 000-0000, EmailFax: Shai.Even@ xxxxxxxxxxxxx.xxx(000) 000-0000, xxxx@xxxxxxxxxxx.xxx; and with a copy copy, in the case of any notice of Default or action, demand or further notice in connection therewith, to Xxxxxx each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxxxxxxxXxxxxx Xxxxxxx, Fax No. Tel: (000-) 000-0000, EmailFax: xxxxxxxxxxx@xxxxx.xxx(000) 000-0000, xxxxxx.xxxxxxx@xxxxxxx.xxx; and (ii) Xxxxx & Lardner LLP, 0000 X Xxxxxx X.X., Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxx X. Xxxxxxxxx, Tel: (000) 000-0000, Fax: (000) 000-0000, xxxxxxxxxx@xxxxx.xxx;
(b) if to the Credit Suisse AG as Issuing Bank, Administrative Agent or Collateral Agent, to Barclays Bank PLCCredit Suisse AG, 000 Xxxxxxx XxxxxxEleven Madison Avenue, 00xx Xxxxx6th Floor, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Attention of Agency Manager (Fax No. (000-) 000-0000), Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if such day is a Business Day, otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when received; notices sent by facsimile fax or on the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. Holdings and the Borrowers hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (all such communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. Holdings and the Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” Holdings and the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States federal and state securities laws (except thatprovided, if however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the Administrative Agent shall be entitled to treat any Borrower Materials that are not given during normal business hours marked “PUBLIC” as being suitable only for posting on a portion of the recipientPlatform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to have been given at be marked “PUBLIC”, unless the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Borrowers notify the Administrative Agent promptly that it is incapable such document contains material non-public information: (A) the Loan Documents, (B) notification of receiving notices under changes in the terms of the Credit Facilities and (C) the financial statements, reports, compliance and other certificates and other information furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected financial statements furnished by the Borrowers to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise). Each Public Lender agrees to cause at least one individual at or on behalf of such Article II by electronic communicationPublic Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to, and receive, Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Loan Parties, the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Lindblad Expeditions Holdings, Inc.)
Notices Electronic Communications. Except in (a) All notices, requests and demands to or upon the case of notices and other communications expressly permitted respective parties hereto to be given by telephone (and except for electronic communications provided below), all notices and other communications provided for herein effective shall be in writing and shall be delivered (including by hand or overnight courier servicetelecopy), mailed by certified or registered mail or sent by faxand, as follows:
(a) if to any Borrower, to the Administrative Borrower at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mailunless otherwise expressly provided herein, shall be deemed to have been duly given or made when received; notices sent by facsimile shall be deemed to have been given delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when sent (except that, if in the case of a telecopy notice not given during normal business hours for the recipient, which shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices , addressed as follows in the case of the Borrower, the Agents, and as set forth in an administrative questionnaire delivered through electronic communications, to the extent provided Administrative Agent in the immediately following paragraphcase of the Lenders, or to such Person or at such other address as may be hereafter notified by the respective parties hereto: The Borrower: Booz Axxxx Xxxxxxxx Inc. 8000 Xxxxxxxxxx Xxxxx XxXxxx XX 22102 Attention: Sxx Xxxxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 in each case with a copy to: The Carlyle Group 1000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 Attention: Ixx Xxxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy (which shall not constitute notice) to: Debevoise & Pxxxxxxx LLP 900 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Jxxxxxx X. Xxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Agents: Bank of America, N.A. Mail Code: CA4-702-02-25 2000 Xxxxxxx Xxxx, 2nd Fl. Concord, CA 94520 Attention: Dxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: dxxxx.xxxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Cxxxxxx Xxxxxx & Mxxxx LLP 800 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Mxxxxxx Xxxxxxx Email: mxxxxxxx@xxxxxxx.xxx provided that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be effective as provided in said paragraph. until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified Section 2 unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Agent Agents or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless .
(c) The Borrower hereby acknowledges that (i) the Administrative Agent otherwise prescribesand/or the Lead Arrangers will make available to the Lenders and the Issuing Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (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 (iPlatform”) and (ii) above, if such notice, email or other communication is not sent during the normal business hours certain of the recipientLenders (each, a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, or not material with respect to any Parent, Investor, the Borrower or its Subsidiaries, or their respective securities, for purposes of the United States Federal and state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that is Public Information and that (w) all such notice or communication Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been sent at authorized the opening Administrative Agent, the Issuing Lenders and the Lenders to treat such Borrower Materials as containing only Public Information (although it may be sensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 10.14); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of business on the next Business Day for the recipient. Each Xxxxxx agrees to notify Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”; provided that there is no requirement that the Borrower identify any such information as “PUBLIC.”
(d) 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 Persons (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in writing (including tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by electronic communication) a court of competent jurisdiction by a final and nonappealable judgment to have resulted from time to time the gross negligence, bad faith or willful misconduct of such Xxxxxx’s Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(e-mail address to which ) Each of the foregoing notices may be sent by electronic transmission Borrower, the Administrative Agent and that the foregoing notice may be sent to such e-mail address. Any party hereto each Issuing Lender may change its address address, telecopier or facsimile telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and each Issuing Lender. In addition, each Lender agrees to notify the Administrative BorrowerAgent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal securities laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain information other than Public Information.
(f) The Administrative Agent, the Issuing Lenders and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the Administrative Agent to be 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 Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to Holdings, Borrower or any Borrowerother Loan Party, to the Administrative Borrower at 0000 Xxxxxxxxx it at: Surgery Center Holdings, Inc. 40 Xxxxxx Xxxxx Boulevard310 Seven Springs Way, Suite 500 NashvilleBrentwood, TN 3000000000 Email: tsparksE-mail: txx.xxxxxx@xxxxxxxxxxxxxxx.xxx with copy to (which shall not constitute notice): Ropes & Gxxx LLP Attention of Bxxxx X. Xxxx 800 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, XX 00000 Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to bxxxx.xxxx@xxxxxxxxx.xxx and Ropes & Gxxx LLP Attention of Sxxxxxxx Xxxxxxxx 1000 Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, XX 00000 Email: xxxxxxxxxxx@xxxxx.xxx;sxxxxxxx.xxxxxxxx@xxxxxxxxx.xxx
(b) if to the Administrative Agent or the Collateral Agent, to Barclays Bank PLC, 000 it at: Jefferies Finance LLC Attention of Account Officer – Surgery Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, AttentionXX 00000 Fax: Xxx Xxxxx, Fax No. (000) 000-000-0000, 0000 Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andjxxx.xxxxx@xxxxxxxxx.xxx
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have become a party hereto; and
(d) if to any Issuing Bank, to it at its address (or fax number) as set forth on Schedule 2.01. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by 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 fax or on the next date five Business Day for the recipient). Notices delivered through electronic communicationsDays after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to the extent provided in the immediately following paragraph, shall be effective such party as provided in said paragraphthis Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. Notices and other communications As agreed to among Holdings, the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Borrower, the Administrative Agent; provided that , the foregoing shall not apply applicable Lenders or Issuing Banks from time to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower maytime, in its discretion, agree to accept notices and other communications may also be delivered by e-mail to it hereunder the e-mail address of a representative of the applicable Person provided from time to time by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communicationsPerson. Unless the Administrative Agent otherwise prescribes, (iA) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgementacknowledgment), 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 notice 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. Each Xxxxxx agrees , and (B) notices or communications posted to notify an Internet or intranet website shall be deemed received upon the Administrative Agent in writing (including deemed receipt by electronic communication) from time to time of such Xxxxxx’s the intended recipient at its e-mail address to which as described in the foregoing notices may be sent clause (A) of notification that such notice or communication is available and identifying the website address therefor. Each Loan Party hereby agrees, unless directed otherwise by electronic transmission and that the foregoing notice may be sent to such Administrative Agent or unless the e-mail address. Any party hereto may change address referred to below has not been provided by the Administrative Agent to such Loan Party, that it will, or will cause its address or facsimile number for notices and other communications hereunder by notice Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative BorrowerAgent pursuant to the Loan Documents or to the Lenders under Article 6, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a request for a Credit Extension or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an e-mail address as directed by the Administrative Agent. In addition, each Loan Party agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Nothing in this Section 10.01 shall prejudice the right of any Agent, Lender, Issuing Bank or Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.
Appears in 1 contract
Notices Electronic Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below)telephone, all notices and other communications provided for herein or in any other Loan Document shall be in writing writing, shall be signed and shall be in the English language, or accompanied by a certified translation and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by faxtelecopy, as follows:
(ai) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxx Energía Inversora, S.A.U., x/x Xxxxxxxxx 0, Xxxxxx, Xxxxx 0000(c/c Cerrito 000, Xxxxxxxx0xx xxxxx, Xxxxxxxx 00000X0000XXX, Xxxx xx Xxxxxx Xxxxx, Xxxxxxxxx), Attention: Shai EvenXxxxxxx Xxxxx and Mauro Dacomo, Fax No. 000-000-Facsimile Number: +00 00 0 000 0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(bii) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx it at Xxx Xxxxx Xxxxxx, 00xx XxxxxXxxxxx X00 0XX, Xxxxxx Xxxxxxx;
(iii) if to the Collateral Agent, to it at One Xxxxxxx Street, Floor 4-East, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionXxxxxx Xxxxxx, Attn: Xxx XxxxxGlobal Corporate Trust, Global Americas, Fax No. (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; and
(civ) if to a Lender, to it at its address (or fax telecopy number) set forth in the administrative questionnaire delivered to the its Administrative Agent Questionnaire or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by c/o the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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. Each Xxxxxx agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile telecopy number for notices and other communications hereunder by notice to the Administrative Agent other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative BorrowerAgent). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any payment or withdrawal instruction to the Collateral Agent shall be delivered to the Collateral Agent solely by courier or, subject to the party delivering such instruction providing an indemnity to the Collateral Agent in a form reasonably requested from time to time by the Collateral Agent, by telecopy.
Appears in 1 contract
Samples: Credit Agreement (Petersen Energia Inversora, S.A.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxx, Xxxxx 0000Xxxxxxxxxx, Xxxxxxxx, Xxxxxxxx Xxxxxxx 00000, Attention: Shai EvenAttention of Xxxxxxx X. Xxxx, Xx. (Fax No. (000-) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx), with a copy to Xxxxxx Xxxxx & Xxxxxx Xxxxxxx LLP, Columbia Square, 000 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx XX 00000, Attention: Xxxx Xxxxxxxxxx, Xxxxxx X. Xxxxxxx (Fax No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx);
(b) if to the Administrative Agent, to Barclays Bank PLCCredit Suisse AG, 000 Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxxxxx X. Xxxxxx, Attention of Loan Operations Agency Group (Fax No. (000-) 000-0000), Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(c) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower and its Subsidiaries or their securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower and its Subsidiaries or their securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to, and receive, Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower and its Subsidiaries or their securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx1700 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxxxxxxxXxXxxx, Xxxxxxxx 00000, Attention: Shai EvenAttention of Xxxxxxx X. Xxxxx, Fax No. (000) 000-0000 or (000) 000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, the Swingline Lender or the Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Cayman Islands Branch, Onx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxxxxxAttention of the Agency Manager, Fax No. (000-) 000-0000, Email: xxxxxxx.xxxxxx@xx.xxx; andxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(c) if to the Collateral Agent, to Wilmington Trust Company, 1100 X. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention of Corporate Capital Markets, Fax No. (000) 000-0000; and
(d) if to a LenderLender or an Issuing Bank, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the its Administrative Agent Questionnaire or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person. The Borrower hereby agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor” and shall post the same only on such Article II by electronic communicationportion. Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
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Notices Electronic Communications. Except in the case of notices and other communications expressly permitted Subject to be given by telephone (and except for electronic communications provided below)Section 9.20, 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, as follows:
(a) if to any Borrower, Holdings or any Guarantor, to the Administrative Borrower it at Xxxxxxxx Group Holdings Limited, 0000 Xxxxxxxxx Xxxx Xxxxx Xxxxx, Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx XX 00000, Attention: Shai EvenAttention of Xxxxxx X. Xxxxx, Group Legal Counsel, Fax No. 000-000-0000, EmailE-mail: Shai.Even@ xxxxxxxxxxxxx.xxxXXxxxx@xxxxxx.xxx;
(b) if to the Revolving Credit Facility Administrative Agent, with a copy to Xxxxx Fargo Bank, National Association, Syndication Agency Services, E-mail: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx; and
(c) if to the Term Loan Facility Administrative Agent, to Credit Suisse AG, Agency Manager, Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, EmailE-mail: xxxxxxxxxxx@xxxxx.xxx;
(b) if to the Administrative Agent, to Barclays Bank PLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered Administrative Questionnaire provided by such Lender to the Administrative Agent or Agent. All notices and other communications given to any party hereto in accordance with the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrowers, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. No communication (including fax, electronic message or communication in any other written form) under or in connection with the Loan Documents shall be made to or from an address located inside of the Republic of Austria. Holdings and each Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrowers, that it will, or will cause the Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (a) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (b) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (c) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (d) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, Holdings and each Borrower agree, and agree to cause the Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. Holdings and each Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to each Borrower or its securities) (each, a “Public Lender”). Holdings and each Borrower hereby agree that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Holdings and any Borrower or its securities for purposes of foreign, United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 9.16); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesiv) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat any Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”, unless Holdings or a Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (A) the Loan Documents and (B) notification of changes in the terms of the Credit Facilities. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings or a Borrower or its securities for purposes of foreign, United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY 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 THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any the Borrower, to the Administrative Borrower it at WMG Acquisition Corp., c/o Warner Music Group Corp., 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 0xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Shai EvenGeneral Counsel, Fax No. 000-000-0000, Emailwebsite: Shai.Even@ xxxxxxxxxxxxx.xxx, xxx.xxx.xxx; with a copy to Xxxxxx copies to: Debevoise & Xxxxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Esq., Email: xxxxxxx@xxxxxxxxx.xxx, Fax No.: 000-000-0000;
(b) if to the Administrative Agent, to Credit Suisse AG, Attention of: Xxxx XxxxxxxxxxPortrait, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxagency.loanops@credit_xxxxxx.xxx;
(bc) if to the Administrative AgentLead Issuing Bank, to Barclays Bank PLCCredit Suisse AG, 000 Attention of: Xxxx Xxxxx, Eleven Xxxxxxx XxxxxxXxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. 000-000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxxxxx.xx-xxxxxxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a LenderLender or an Issuing Bank (other than the Lead Issuing Bank), to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 10.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 10.01. As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person. Unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not been provided by the Administrative Agent to the Borrower, the Borrower may, and may cause its Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders under Article VI, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request, a notice pursuant to Section 2.10 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.23, (ii) relates to the payment of any principal 1005940296v112 or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing BankBanks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have been given when sent authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (except thatprovided, if not given during normal business hours for the recipienthowever, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications, that to the extent provided in the immediately following paragraphsuch Borrower Materials constitute Information, they shall be effective treated as provided set forth in said paragraph. Notices Section 10.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websitesz) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified the Administrative Agent shall be entitled to treat the Borrower Materials that it is incapable are not marked “PUBLIC” as being suitable only for posting on a portion of receiving notices under the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such Article II by electronic communicationdocument contains material non-public information: (1) the Loan Documents and (2) notification of changes in the terms of the Facility. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, 1005940296v112 IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Administrative Agent or agrees that the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder receipt of the Communications by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as described provided in the foregoing clause (i), of notification next sentence) specifying 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 Communications have been posted to the normal business hours Platform shall constitute effective delivery of the recipient, Communications to such notice or communication shall be deemed to have been sent at Lender for purposes of the opening of business on the next Business Day for the recipientLoan Documents. Each Xxxxxx Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such XxxxxxLender’s e-mail address to which the foregoing notices notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to Nothing herein shall prejudice the right of the Administrative Agent and the Administrative Borroweror any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
Appears in 1 contract
Notices Electronic Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided 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 faxtelecopy, as follows:
(ai) if to any the Parent Borrower, to the Administrative Borrower it at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxxxx 00000, Attention: Shai Even, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxx Xxxxx, XX 00000, Attention: Xxxx Xxxxxxxxxx, Fax Attention of Xxxxx Xxxxx (Telecopy No. (000-) 000-0000, Email: xxxxxxxxxxx@xxxxx.xxx);
(bii) if to the Administrative Agent, to Barclays Bank PLCJPMorgan Chase Bank, N.A., JPM Loan & Agency Services, 000 Xxxxxxx Xxxxxxxxxx Xx, NCC 0, 0xx Xxxxx, Xxxxxx, 00xx XX 00000-0000, Attention: Xxxx Xxxxx; Telephone: 0 (000) 000-0000; Facsimile: (000) 000-0000; E-mail: xxxx.xxxxx@xxxxxxxx.xxx;
(iii) if to an L/C Issuer, to it at, in the case of XXXxxxxx Xxxxx Xxxx, X.X., 00000 Highland Manor Dr. 0xx Xxxxx, Xxx XxxxXxxxx, Xxx Xxxx XX 00000, Attention: Xxx Xxxxx, Fax No. Standby LC Unit; Telephone: (000-) 000-0000, Email; Facsimile: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, (000) 000-0000; E-mail: xxx.xx.xxxxxxx@xxxxxxxx.xxx; with a copy to Xxxxxx to: JPMorgan Chase Bank, N.A., JPM Loan & Xxxxxxx LLPAgency Services, 000 Xxxxx Xxxxxxx Xxxxxxxxxx Xx, NCC 0, 0xx Xxxxx, Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, Attention: Xxxxxxx X. Xxxxxx, Fax No. Xxxx Xxxxx; Telephone: 0 (000-) 000-0000, Email; Facsimile: xxxxxxx.xxxxxx@xx.xxx(000) 000-0000; E-mail: xxxx.xxxxx@xxxxxxxx.xxx; and
(civ) if to a any other Lender, to it at its address (or fax telecopy number) set forth in the administrative questionnaire delivered to the its Administrative Agent or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party heretoQuestionnaire. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by 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 business day for the recipient). Notices delivered through electronic communicationsApproved Electronic Platforms, to the extent provided in the immediately following paragraphparagraph (b) below, shall be effective as provided in said paragraph. paragraph (b).
(b) Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Xxxxxx has notified unless otherwise agreed by the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communicationand the applicable Lender. The Administrative Agent or the Administrative Parent Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications 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 business day for the recipient. Each Xxxxxx agrees to notify the Administrative Agent in writing .
(including by electronic communicationd) from time to time of such Xxxxxx’s e-mail address to which the foregoing notices may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address or facsimile telecopy number for notices and other communications hereunder by notice to the other parties hereto.
(e) The Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of the Parent 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 except to the extent such reliance is deemed to be gross negligence, bad faith or willful misconduct of the Administrative Agent, Collateral Agent, L/C Issuer or Lender in a final non-appealable judgment of a court of competent jurisdiction. The Borrowers shall indemnify the Administrative Agent, the Collateral Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Parent Borrower to the extent required by Section 10.05. All telephonic notices to and other telephonic communications with the Administrative Agent and may be recorded by the Administrative BorrowerAgent, and each of the parties hereto hereby consents to such recording.
Appears in 1 contract
Samples: First Lien Credit Agreement (Maravai Lifesciences Holdings, Inc.)
Notices Electronic Communications. Except in the case of notices and other communications expressly permitted to be given by telephone (and except for electronic communications provided below), all notices 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, as follows:
(a) if to any Borrowerthe Borrowers or Holdings, to the Administrative Borrower it at 0000 Xxxxxxxxx 000 Xxxx Xxxxxx, Xxxxx 00000000 Xxxxxxx, XxxxxxxxXX, Xxxxxxxx 00000, Attention: Shai EvenChief Financial Officer, Fax No. 000-000-0000, Email: Shai.Even@ xxxxxxxxxxxxx.xxxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx;
(b) if to the Administrative Agent, with a copy to Xxxxxx & Xxxxxx LLPCredit Suisse, 000 Xxxxx Agency Manager, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, Attention: Xxxx Xxxxxxxxxx, Fax No. 000-000-0000, Email: xxxxxxxxxxx@xxxxx.xxxxxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx;
(bc) if to the Administrative Collateral Agent, to Barclays Bank PLCit at Credit Suisse, 000 Xxxxxxx XxxxxxEleven Madison Avenue, 00xx Xxxxx23rd Floor, Xxx Xxxx, Xxx Xxxx XX 00000, AttentionAttn: Xxx XxxxxLoan Operations – Boutique Management, Fax Telephone No. .: (000-) 000-0000, Email: xxx.xxxxx@xxxxxxxx.xxx and xxxxx@xxxxxxxx.xxx, with a copy to Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax No. 000-000-0000, Email: xxxxxxx.xxxxxx@xx.xxxXxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and
(cd) if to a Lender, to it at its address (or fax number) set forth in the administrative questionnaire delivered to the Administrative Agent on Schedule 2.01 or in the Assignment and Acceptance or the Affiliated Lender Assignment and Acceptance, as applicable, pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices on the date of receipt if delivered by hand or overnight courier service or sent by facsimile shall be deemed to have been given when sent fax (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 or other electronic communications, to the extent provided in the immediately following paragraph, shall be effective as provided in said paragraph. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; ) or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided that in this Section 9.01 or in accordance with the foregoing shall not apply latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to notices to any Lender pursuant to Article II if such Xxxxxx has notified among Holdings, the Borrowers, the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The Administrative Agent or and the Administrative Borrower mayapplicable Lenders from time to time, in its discretion, agree to accept notices and other communications may also be delivered by e-mail to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 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 a representative of the recipient, applicable Person provided from time to time by such notice or communication Person and shall be deemed to have been sent at given as of the opening date of business on the next Business Day for the recipientreceipt thereof. Each Xxxxxx agrees to notify The Borrowers hereby agree, unless directed otherwise by the Administrative Agent in writing (including by or unless the electronic communication) from time to time of such Xxxxxx’s e-mail address referred to which below has not been provided by the foregoing notices may be sent by electronic transmission and Administrative Agent to the Borrowers, that the foregoing notice may be sent to such e-mail address. Any party hereto may change its address they will, or facsimile number for notices and other communications hereunder by notice will cause their Subsidiaries to, provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Borrower.Agent pursuant to the Credit Documents or to the Lenders under Article V, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request or a notice pursuant to Section 2.10, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrowers agrees, and agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit Documents but only to the extent requested by the Administrative Agent. The Borrowers hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on
Appears in 1 contract
