Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 6 contracts

Samples: Administrative Services Agreement, Administrative Services Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 2), LLC), Administrative Services Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 1), LLC)

Notices Electronic Communications. 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, Holdings or any other Credit Party, to it at: xMPH Acquisition Holdings LLC or MPH Acquisition Corp 1 c/~~x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~o MultiPlan 500 Xxxx Xxxxx Xxxx Naperville, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000~~ IL 60563 Attention: Chief Financial Officer Tel: [ ] Facsimile: [ ] (~~000~~b) ~~000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to ~~BNYM~~the Administrative Agent, to it at: ~~BNY Mellon Alternative Investment Services 000~~ For purposes of Borrowing, Continuation/Conversion and Prepayment notices: Barclays Bank PLC 700 Xxxxxx Xxxxxxxx ~~Xxxxxxx Xxxxxxxxxx~~Xxxxxx, XX 00000 Attention: Jxxxx Xxxxx Tel: [ ] Electronic mail: [ ] For any other purpose: Barclays Bank PLC 700 0xx Xxxxxx ~~Xxxxxxx With a copy to~~00xx Xxxxx Xxx Xxxx, XX 00000 Attention: ~~The~~ Cxxxxxxxx Xxxxxxxxx Tel: [ ] Electronic mail: [ ] (c) if to the Collateral Agent, to it at: Barclays Bank PLC 700 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Cxxxxxxxx Xxxxxxxxx Tel: [ ] Electronic mail: [ ] (d) if to Barclays Bank PLC, as Letter of ~~New York Mellon 000 Xxxxxxx~~ Credit Issuer, to it at: Barclays Bank PLC 700 0xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: LC Department Electronic mail: [ ] (e) if to Barclays Bank PLC, as Swingline Lender, to it at: Barclays Bank PLC 700 Xxxxxx Xxxxxxxx Xxxxxx, ~~20W New York, N.Y. 10286~~ XX 00000 Attention: ~~Xxx X. Xxxx Facsimile~~Jxxxx Xxxxx Tel: [ ] Electronic mail: [ ] (~~000~~f) ~~000-0000~~ if to a Lender or other Letter of Credit Issuer, to it at its address (or fax number) set forth on Schedule 13.2 or in the Assignment and Acceptance, Incremental Agreement or documents relating to any Refinancing pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ the latest unrevoked direction from such party given in accordance with this Section 13.2. As agreed to among Holdings, the Borrower, the Administrative Agent, the Collateral 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 ~~receipt.~~ 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees that (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agents and the Lenders to treat the Borrower Materials as not containing any 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 (provided, however, that to the extent such Borrower Materials constitute 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 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 Borrower notifies 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 Credit Facilities and (3) all information delivered pursuant to Section 9.01(a) and (b). 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 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 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 Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or 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 purportedly given by or on behalf of the Borrower even if (i) ~~accept consents~~such notices were not made in a manner specified herein, ~~approvals~~were incomplete or were not preceded or followed by any other form of notice specified herein, ~~waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile~~ or ~~other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person;~~ (ii) ~~respond to consents~~the terms thereof, ~~approvals~~as understood by the recipient, ~~waivers, requests, Instructions and other communications BNYM receives~~ varied from any ~~Fund~~ confirmation thereof. All telephonic notices to the Administrative Agent may be recorded by ~~means of email, facsimile or other electronic transmission; (iii) communicate with~~the Administrative Agent, and ~~accept communications from,~~ each of the parties hereto hereby consents to such recording. The words “execution,” “signed,” “signature,” and words of like import in or related to any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information document to be signed in connection with ~~its performance hereunder by means of secure email~~this Agreement and the transactions contemplated hereby (including without limitation Assignment and Acceptances, ~~facsimile~~ amendments or other ~~secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM~~modifications, ~~its use thereof~~ Notices of Borrowing, waivers and consents) shall be ~~subject~~ deemed to include electronic signatures or the ~~Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith~~ keeping of records in electronic form, each of which shall be of the same legal effect, validity or ~~willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered~~ enforceability as a ~~result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM,~~ manually executed signature or the use of ~~email~~a paper-based recordkeeping system, ~~facsimile or other electronic transmission by BNYM~~ as the case may be, to ~~transmit Confidential Information or communicate with~~ the extent and as provided for in any ~~Fund~~ 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 ~~person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ similar state laws based on the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationUniform Electronic Transactions Act.

Appears in 3 contracts

Samples: Credit Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp), Incremental Agreement (MultiPlan Corp)

Notices Electronic Communications. Except for notices and other communications expressly permitted to be given by telephone hereunder (and except as provided in this Section 9.01), 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at 0 Xxxxxxxx Xxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx~~ Xxxxx ~~0000~~ 000, Xxxxxxx, ~~XX 00000 Facsimile:~~ Xxxxx 00000, Attention of Xxxxx Xxxxx, Chief Financial Officer (Fax No. (000) 000-~~0000 E~~0000); (b) if to the Administrative Agent, to Credit Suisse AG, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of: Xxxx Portrait, Fax No. 000-~~mail~~000-0000, Email: ~~xxxxx@xxxxx.xxx Telephone~~xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (c) if to the Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention of: Loan Operations — Boutique Management, Telephone No. 000-000-0000, Email: xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; (d) if to the Issuing Bank, to Credit Suisse AG, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention of: Xxxx Xxxxx, (Fax No. (000) 000-~~0000 Attn~~0000), Email: ~~Legal Department~~ xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx; and (e) if to ~~BNYM~~a Lender, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With~~ to it at its address (or fax number) set forth on Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such Lender shall have become a ~~copy to: The Bank~~ party hereto. All notices and other communications given to any party hereto in accordance with the provisions of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt.~~ 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 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 2.22, (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 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 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 nonpublic information with respect to the Borrower or its Subsidiaries or their respective securities) (each, a “Public Lender”). The ~~Funds authorizes BNYM to~~ Borrower hereby agrees that (i) ~~accept consents~~all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, ~~waivers~~shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to ~~consents~~have 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 Subsidiaries or their respective securities for purposes of United States Federal and state securities laws (provided that to the extent such Borrower Materials constitute Information, ~~approvals~~they shall be treated as set forth in Section 9.17), ~~waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission;~~ (iii) ~~communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers,~~ all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the ~~Board and Shareholders by means of email, facsimile or other electronic transmission;~~ Platform designated as “Public Investor” and (iv) ~~transmit~~ 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 Borrower notifies the Administrative Agent promptly that any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of changes in the terms of the Credit Facilities and ~~receive Confidential Information~~ (3) all information delivered pursuant to Section 5.04 (other than paragraph (e) thereof). 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 ~~connection~~ 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 ~~performance hereunder~~ 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 agrees that the receipt of the Communications by ~~means~~ the Administrative Agent at its electronic mail address set forth above shall constitute effective delivery of ~~secure email, facsimile~~ the Communications to the Administrative Agent for purposes of the 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 Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other ~~secure electronic transmission. If the Fund elects~~ communication pursuant to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any Loan Document in any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services manner specified in ~~connection with the transmission of~~ such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationLoan Document.

Appears in 3 contracts

Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)

Notices Electronic Communications. (a) ~~All~~ Except as provided in paragraph (b) below, all notices ~~required or permitted under this Agreement~~ and other communications provided for herein shall be in writing and shall be ~~validly given~~ delivered by hand or ~~made in writing if~~ overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: (i) ~~personally delivered~~if to a Borrower or the Fund, (iii) ~~delivered and confirmed by facsimile~~to it at the address at the beginning of this Agreement, ~~(iii) delivered by reputable overnight courier delivery service~~ Attention of: Xxxxx XxxXxxxxxx or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimilevia facsimile at No: (000) 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone:~~ 0000; and (~~000~~ii) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~the Bank, atto State Street Bank and Trust Company, Xxxxxx Place Tower, Box 5303, Boston, MA 02206, or if by overnight courier service, to State Street Bank and Trust Company, 0 Xxxxxx Xxxxx, 3rd Floor, Boston, MA 02116, in any such case to the attention of: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxx Xxxxxxxxx, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx~~Vice President, ~~20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000~~ or ~~at such other place as may from time to time be designated in writing~~Mutual Fund Lending Department Head. Notices sent ~~via mail~~ by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given ~~on the third business day following the day they are sent,~~ when received; notices sent ~~via overnight carrier~~ by facsimile shall be deemed to have been given on when sent (except that, if not given during normal business hours for the ~~business day following the day they are sent~~recipient, ~~notices delivered personally~~ shall be deemed to have been given at the opening of business on the next business day ~~of confirmed receipt~~for the recipient). Notices delivered through electronic communications, ~~and notices transmitted by facsimile transmission~~ to the extent provided in paragraph (b) below, shall be ~~deemed given on the date of transmission with confirmation of receipt~~effective as provided in said paragraph (b). (b) ~~The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any~~ Notices made by a Borrower or Fund consisting of requests for loans or notices of repayments hereunder may be delivered or furnished by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an one-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any emailmail, facsimile or other electronic communication pursuant to procedures approved by the Bank, unless the Bank, in its discretion, notifies such Borrower otherwise. Communications transmitted by the Borrower or the Fund consisting of financial information permitted to be delivered by electronic means pursuant to the last paragraph of Section II(1) of this Agreement may ~~conflict~~ be delivered or furnished by electronic means as provided in such Section. The Bank may, in its discretion, agree to accept other notices and 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. Neither the Bank nor any of its directors, officers, employees, agents or affiliates shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed through telecommunications, electronic or other information transmission systems in connection with ~~any~~ this Agreement or the other ~~Instructions from~~Loan Documents or the transactions contemplated hereby or thereby. Unless the Bank otherwise prescribes, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) ~~a confirmation of receipt in writing in~~ notices and other communications sent to an e-mail address shall be deemed to have been given when received by the ~~form currently in use by BNYM for those types of confirmations; or~~ Bank and (ii) ~~subsequent correspondence~~ financial information 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 ~~from BNYM clearly indicating~~ is available and identifying the ~~constructive receipt~~ 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 ~~documentation~~notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. (c) Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to the other parties hereto. 5. Section II(15) of the Loan Agreement is hereby amended by: (a) inserting the following new definition in its appropriate alphabetical sequence therein:

Appears in 3 contracts

Samples: Eleventh Amendment to Credit Suisse Family of Funds Line of Credit (Credit Suisse Commodity Strategy Funds), Eleventh Amendment to Credit Suisse Family of Funds Line of Credit (Credit Suisse Opportunity Funds), Eleventh Amendment to Credit Suisse Family of Funds Line of Credit (Credit Suisse Trust)

Notices Electronic Communications. 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, atto it at New Development Holdings, LLC c/o Calpine Corporation, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: ~~x/x Xxxxxxxxx Xxxxxxx~~ Director Finance Compliance, Xxxx Xxxxxxxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile:~~ Tel No. (000) 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone:~~ 0000, Fax No. (000) 000-~~0000~~ 0000, Email: xxxx.xxxxxxxxxx@xxxxxxx.xxx; (b) if to the Administrative Agent, to Credit Suisse, Attn: ~~Legal Department if to BNYM~~Xxxx Portrait, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Eleven Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax No. 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and (c) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt. (b)~~ a representative of the applicable Person provided from time to time by such Person. The ~~Funds authorizes BNYM~~ 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) ~~accept consents~~is or relates to a Borrowing Request, ~~approvals~~a notice pursuant to Section 2.10 or a notice requesting the issuance, ~~waivers~~amendment, ~~requests~~extension or renewal of a Letter of Credit pursuant to Section 2.23, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ relates to ~~consents, approvals, waivers, requests, Instructions and other communications BNYM receives from~~ the payment of any ~~Fund by means of email, facsimile~~ principal or other ~~electronic transmission;~~ amount due under this Agreement prior to the scheduled date therefor, (iii) ~~communicate with, and accept communications from,~~ provides notice of any ~~Fund, its officers, counsel, accountants, auditors, prime broker and~~ Default or Event of Default under this Agreement or any other ~~service providers, the Board and Shareholders by means of email, facsimile~~ Loan Document or ~~other electronic transmission; and~~ (iv) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ is required to be delivered to satisfy any condition precedent to the effectiveness of ~~secure email, facsimile~~ this Agreement and/or any Borrowing or other ~~secure electronic transmission. If~~ extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the ~~Fund elects to communicate with BNYM through~~ Communications in an ~~on-line communication system offered by BNYM, its use thereof shall be subject~~ electronic/soft medium that is properly identified in a format acceptable to the ~~Terms~~ Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and ~~Conditions attached hereto as Appendix I. Subject~~ agrees to ~~BNYM acting without bad faith or willful misconduct~~cause its Subsidiaries, ~~BNYM shall not be liable~~ to continue to provide the Communications to the ~~Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM,~~ Administrative Agent or the ~~use of email~~Lenders, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~as the case may be, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder 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 information with respect to the Borrower or its securities which would constitute material non-public information if the Borrower had publicly registered securities outstanding) (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 conspicu- ously 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 ~~this paragraph~~ 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 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 actually received by BNYM~~ marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (i1) ~~a confirmation~~ 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 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 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. Survival of Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

Notices Electronic Communications. 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Holdings, ~~X.X. 000 X. Xxxxxxxx~~ any other Guarantor or any Grantor (as defined in he Guarantee and Collateral Agreement), to it at 0000 Xxxxxx ~~Xxxxx 0000 Xxxxxxx~~Xxxxxx, ~~XX 00000 Facsimile:~~ Honolulu, Hawaii 96813, Attention of Xxxxxx Xxxxx, Chief Financial Officer (~~000)~~ Fax No. 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-~~0000 Attn~~0000) with a copy to Xxxxxxx Xxxxxxxxx, Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (Fax No. 000-000-0000, Email: ~~Legal Department~~ xxxxxxx.xxxxxxxxx@xxxxxxxx.xxx); (b) if to ~~BNYM~~the Administrative Agent, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to Credit Suisse, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Agency Manager, Xxx Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax No. 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and (c) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt.~~ 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees that (w) all Borrower Materials that are to ~~(i) accept consents~~be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund~~ by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, marking Borrower Materials “PUBLIC,” the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Borrower shall be ~~subject~~ 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 ~~Terms~~ Borrower or its securities for purposes of United States federal and ~~Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct~~state securities laws (provided, ~~BNYM shall not be liable~~ however, that to the ~~Funds or any other person for any loss or damage suffered~~ extent such Borrower Materials constitute Information, they shall be treated as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in ~~this paragraph~~ 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 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 actually received by BNYM~~ marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (i1) ~~a confirmation~~ 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 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 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Appears in 2 contracts

Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.)

Notices Electronic Communications. 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower or Holdings, ~~at: x/x Xxxxxxxxx~~ to it at Spectrum Brands Inc., 000 Xxxxxxx ~~Xxxxxxxxxx~~Xxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile: (000)~~ Xxxxxxxxx 00000-0000, Attention of Xxxxx Xxxxxx, Fax No. 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-0000, with a copy to Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 ~~Attn~~Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ~~Legal Department~~ Xxxx Xxxxxxxx Esq., Fax No. 000-000-0000; (b) if to ~~BNYM~~the Administrative Agent, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to Credit Suisse AG, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Agency Manager, Xxx Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax No. 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and (c) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt.~~ 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees that (w) all Borrower Materials that are to ~~(i) accept consents~~be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund~~ by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, marking Borrower Materials “PUBLIC,” the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Borrower shall be ~~subject~~ 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 ~~Terms~~ Borrower or its securities for purposes of United States federal and ~~Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct~~state securities laws (provided, ~~BNYM shall not be liable~~ however, that to the ~~Funds or any other person for any loss or damage suffered~~ extent such Borrower Materials constitute Information, they shall be treated as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in ~~this paragraph~~ 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 actually received~~ marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: 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 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 ~~BNYM unless and until~~ the ~~Shareholder has received from BNYM:~~ 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 (ias provided in the next sentence) ~~a confirmation~~ specifying that the Communications have been posted to the Platform shall constitute effective delivery of ~~receipt~~ the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. It is understood and agreed that the Administrative Agent may, in its discretion, elect to not deliver to any Lender that is a Permitted Investor, and limit the access of any such Lender to, any Communications or other information that do not consist of Borrower Materials.

Appears in 2 contracts

Samples: Credit Agreement (Spectrum Brands, Inc.), Credit Agreement (Spectrum Brands, Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery ~~service~~ service, (iv) delivered and confirmed by e-mail, or (ivv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: : (i) if to the ~~Funds~~Company, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx~~ KKR Infrastructure Conglomerate LLC 00 Xxxxxx Xxxxx ~~0000 Xxxxxxx~~New York, ~~XX 00000~~ NY 10001 United States of America (ii) if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxxxx Xxxxxx New York, NY 10286 Attention: Head of Regulatory Control Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With with a copy to: The Bank of New York Mellon 000 Xxxxxxxx Xxxxxxx ~~Xxxxxx~~Wilmington, ~~20W New York, N.Y. 10286~~ DE 19809 Attention: ~~Xxx X. Xxxx~~ Legal Department Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, notices sent via e-mail shall be deemed given on the date of transmission with confirmation of receipt and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Company authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any Fund~~the Company, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the ~~Board~~ Board, the Executive Committee and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM-AIS or the ~~Fund~~ Company elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Electronic Delivery Terms and Conditions attached hereto as ~~Appendix I. Subject to BNYM acting without~~ Schedule III. Absent bad ~~faith~~ faith, gross negligence or willful ~~misconduct~~misconduct in the performance of services hereunder, ~~BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Company or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Company’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any Fund~~ the Company or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Company, it may delay acting on such communication until clarification by ~~telephone call-back to~~ an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 2 contracts

Samples: Administrative Services Agreement (KKR Infrastructure Conglomerate LLC), Administrative Services Agreement (KKR Infrastructure Conglomerate LLC)

Notices Electronic Communications. Except for notices and other communications expressly permitted to be given by telephone hereunder (and except as provided in this Section 9.01), 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) ~~All notices required~~ if to Holdings, Parent or ~~permitted under this Agreement in writing shall be validly given or made in writing if~~ the Borrower, to it at Xxxx LLC, 0000 X.X. 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000, Attn: Xxxx Xxxxx, Chief Financial Officer, Fax No. 000-000-0000, Email: xxxxxx@xxxxxxxx.xxx; (ib) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Administrative Agent, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~to Credit Suisse AG, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~Cayman Islands Branch, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Eleven Xxxxxxx Xxxxxx, ~~20W New York~~00xx Xxxxx, ~~N.Y. 10286 Attention:~~ Xxx ~~X. Xxxx Facsimile: (000)~~ Xxxx, XX 00000, Fax No. 000-~~0000~~ 000-0000, Attn: Xxxx Portrait— Agency Manager, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (c) if to the Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Eleven Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Telephone No. 000-000-0000, Attn: Loan Operations — Boutique Management, Xxxxxxx Xxxxxxx, Email: xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; (d) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt.~~ 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 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 (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, Parent and the 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, Parent and the Borrower hereby acknowledge that (a) the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of Holdings, Parent and the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) ~~The Funds authorizes BNYM~~ 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, Parent, the Borrower or their securities or subsidiaries) (ieach, a “Public Lender”). Holdings, Parent and the Borrower hereby agrees that (w) ~~accept consents~~all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond to consents~~by marking Borrower Materials “PUBLIC,” Holdings, ~~approvals, waivers, requests, Instructions~~ Parent and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Borrower shall be ~~subject~~ 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 Holdings, Parent and the Borrower or their securities or subsidiaries for purposes of United States federal and state securities laws (provided, however, that to the ~~Terms and Conditions attached hereto~~ extent such Borrower Materials constitute Information, they shall be treated as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in ~~this paragraph~~ 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 ~~actually received by BNYM~~ to be marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly prior to their intended distribution that any such document contains material non-public information: (i1) ~~a confirmation~~ the Loan Documents, (2) notification of changes in the terms of the Loans and (3) all information delivered pursuant to Section 5.04(a) and (b). 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, Parent and the Borrower or their securities and subsidiaries 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, BAD FAITH 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or 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: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)

Notices Electronic Communications. 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 facsimile transmission, as follows: (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, atto Ditech Holding Corporation, Attention of: ~~x/x Xxxxxxxxx~~ General Counsel, 0000 Xxxxxxx ~~Xxxxxxxxxx~~Xxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx~~ Xxxxx ~~0000 Xxxxxxx~~0000, XX Xxxxx, Xxxxxxx 00000 ~~Facsimile: (000)~~ Fax Number 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-~~0000 Attn: Legal Department~~ 0000; (b) if to ~~BNYM~~the Administrative Agent, atto Credit Suisse AG, Cayman Islands Branch Attention of: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Agency Management, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Eleven Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax Number 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (c) if to the Collateral Agent, to Credit Suisse AG, Cayman Islands Branch, Attention of: Loan Operations – Boutique Management, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax Number 000-000-0000, Email: xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and (d) if to a Lender, to it at its address (including email address or at facsimile number) in the Assignment and Acceptance pursuant to which such Lender shall have received its Tranche B Term Loans. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile transmission (except that, if not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) 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 ~~confirmation~~ 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 ~~receipt.~~ 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 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 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 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. The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and any 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees that (w) all Borrower Materials that are to ~~(i) accept consents~~be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund~~ by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, marking Borrower Materials “PUBLIC,” the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Borrower shall be ~~subject~~ 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 ~~Terms~~ Borrower or its securities for purposes of United States federal and ~~Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct~~state securities laws (provided, ~~BNYM shall not be liable~~ however, that to the ~~Funds or any other person for any loss or damage suffered~~ extent such Borrower Materials constitute Information, they shall be treated as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in ~~this paragraph~~ 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 actually received by BNYM~~ marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (i1) ~~a confirmation~~ the Credit 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 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or 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 2 contracts

Samples: Credit Agreement (Walter Investment Management Corp), Credit Agreement (Walter Investment Management Corp)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~EnTrust Partners LLC 000 Xxxx Xxxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx~~ 00xx Xxxxx ~~0000 Xxxxxxx~~Xxx Xxxx, XX 00000 ~~Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct,~~ BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from ~~BNYM: (i)~~ BNYM a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 2 contracts

Samples: Administrative Services Agreement (EnTrust Multi-Strategy Master Fund), Administrative Services Agreement (Entrust Multi-Strategy Fund)

Notices Electronic Communications. 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 facsimile transmission, as follows: (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, atto Xxxxxx Investment Management Corp., Attention of: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx~~ Xxxxxx ~~Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile~~Senior Vice President and Treasurer, 000 Xx. Xxxxx Xxxxxx, St. Xxxx, MN 55102 Fax Number 000-000-0000, Phone: (000) -000-0000 ~~E-mail~~Email: ~~xxxxx@xxxxx.xxx Telephone:~~ xxxxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx; (~~000~~b) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~the Administrative Agent, atto Credit Suisse AG, Attention of: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxx Portrait, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Eleven Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax Number 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (c) if to the Collateral Agent, to Credit Suisse AG, Attention of: Loan Operations – Boutique Management, Primary Contact: Xxxxxxx Xxxxxxx, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Fax Number 000-000-0000, Email: xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and (d) if to a Lender, to it at its address (including email address or at facsimile number) set forth on Schedule 1.01(b) or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile transmission (except that, if not given during the normal business hours of the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) 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 ~~confirmation~~ 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 ~~receipt.~~ 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 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, 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, (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 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. 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees that (w) all Borrower Materials that are to ~~(i) accept consents~~be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund~~ by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, marking Borrower Materials “PUBLIC,” the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Borrower shall be ~~subject~~ 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 ~~Terms~~ Borrower or its securities for purposes of United States federal and ~~Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct~~state securities laws (provided, ~~BNYM shall not be liable~~ however, that to the ~~Funds or any other person for any loss or damage suffered~~ extent such Borrower Materials constitute Information, they shall be treated as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in ~~this paragraph~~ 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 actually received by BNYM~~ marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (i1) ~~a confirmation~~ the Credit 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 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or 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 2 contracts

Samples: Credit Agreement (Walter Investment Management Corp), Credit Agreement (Walter Investment Management Corp)

Notices Electronic Communications. Except for notices and other communications expressly permitted to be given by telephone hereunder, 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower or Intermediate Holdings, atto it at ADS Waste Holdings, Inc., 0000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: ~~x/x Xxxxxxxxx~~ Xxxxxx X. Xxxx, Chief Financial Officer, Fax: 000-000-0000, with a copy to ADS Waste Holdings, Inc., 0000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx ~~Xxxxxxxxxx~~00000, ~~X.X. 000~~ Attention: Xxxxx X. ~~Xxxxxxxx Xxxxxx Xxxxx~~ Xxxxxxxxxxx, General Counsel, Fax: 000-000-0000; (b) if to the Administrative Agent, to DBTCA, 0000 Xxxx Xxxxxxx, ~~XX 00000 Facsimile~~Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Xxxx Xxxxxx, Telephone No.: (000) 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone~~0000, Facsimile No.: (000) 000-~~0000 Attn: Legal Department~~ 0000; (c) if to ~~BNYM~~the Collateral Agent, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to DBTCA, ~~XX 00000~~ 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx ~~Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx~~Xxxxxxxx, ~~20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile~~Fax: (000) 000-~~0000~~ 0000; and (d) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01(a) or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to among Intermediate Holdings, 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 ~~receipt. (b)~~ a representative of the applicable Person provided from time to time by such Person. The ~~Funds authorizes BNYM~~ 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) ~~accept consents~~is or relates to a Borrowing Request, ~~approvals~~a notice pursuant to Section 2.10 or a notice requesting the issuance, ~~waivers~~amendment, ~~requests, Instructions and other communications BNYM receives from any Fund by email, facsimile~~ extension or ~~other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond~~ renewal of a Letter of Credit pursuant to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.Section

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Advanced Disposal Services Glacier Ridge Landfill, LLC), Senior Secured Credit Agreement (Trestle Transport, Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: ~~x/x Xxxxxxxxx Xxxxxxx~~ 30 Xxxxx Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx~~, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~, XX 00000 ~~Facsimile~~Attention: Jxxxx Xxxxxxxx jxxxxx@xxxxxxxxxxxxxxxxxxx.xxx (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to ~~BNYM~~GFS, at: ~~BNY Mellon Alternative Investment Services~~ Gemini Fund Services, LLC 80 Xxxxx Xxxxx, Xxxxx 000 ~~Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxxxxxxx, XX 00000 Attention: ~~Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon~~ kxxxx@xxxxxxxxxxxxxxxxxx.xxx 600 000 ~~Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-~~0000 or at such ~~other~~ place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ GFS to (i) accept consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GFS receives from ~~any~~ the Fund by email, facsimile or other electronic ~~transmission as~~ transmissions if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GFS receives from ~~any~~ the Fund by ~~means of~~ email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers~~Adviser, counsel, accountants, auditors, prime broker and other service providers, ~~the Board and Shareholders~~ by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If In the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith absence of gross negligence or willful ~~misconduct~~misconduct on the part of GFS, ~~BNYM~~ GFS shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of ~~email, facsimile or other electronic transmission to communicate with BNYM, or the use of email,~~ email facsimile or other electronic transmission by ~~BNYM~~ GFS to transmit Confidential Information or communicate with ~~any~~ the Fund or of any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any ~~Instructions~~ instructions are given, whether upon application of ~~BNYM~~ GFS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ GFS is authorized to, but is not obligated to, seek ~~clarification~~ confirmation of such ~~Instructions~~ instructions by telephone call-back to an Authorized ~~Person~~Pxxxx, and ~~BNYM~~ GFS may rely upon the ~~clarification~~ confirmation of anyone purporting to be such Authorized Person. If ~~BNYM~~ GFS considers that any email, facsimile or pr other electronic communication may conflict with any other ~~Instructions~~ instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until ~~clarification~~ confirmation until confirmation by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 2 contracts

Samples: Administrative Services Agreement (Mutual Fund Series Trust), Administrative Services Agreement (Mutual Fund Series Trust)

Appears in 2 contracts

Samples: Credit Agreement (AssetMark Financial Holdings, Inc.), Credit Agreement (AssetMark Financial Holdings, Inc.)

Notices Electronic Communications. 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, sent by fax or via electronic mail, as follows: (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, atto it at AAC Holdings, Inc., 000 Xxxxxx Xxxxx, Brentwood, TN 37027, Attention: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxx X. Xxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile~~Chief Financial Officer (Telephone: ~~(000)~~ 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-~~0000 Attn~~0000; Email: ~~Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000~~ xxxxx@xxxxxxxxxx.xxx) and Attention: Xxxxxx X. XxXxxxxxxx, Chief Accounting Officer (Telephone: 000-000-0000; Email: xxxxxxxxxxx@xxxxxxxxxx.xxx) and Attention: Xxxxxxx ~~With a copy to~~Xxxxxx Xxxxxxxx, Chief Legal Officer, General Counsel and Secretary (Telephone: ~~The Bank of New York Mellon 000~~ 000-000-0000; Email: xxxxxxxxxx@xxxxxxxxxx.xxx); (b) if to the Administrative Agent, to Credit Suisse AG, Agency Manager, Eleven Xxxxxxx Xxxxxx, ~~20W New York~~0xx Xxxxx, ~~N.Y. 10286 Attention:~~ Xxx ~~X. Xxxx Facsimile: (000)~~ Xxxx, XX 00000, Fax No. 000-~~0000~~ 000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (c) if to the Issuing Bank, to Credit Suisse AG, Trade Finance/Services Department, Eleven Madison Avenue, 9th Floor, Xxx Xxxx, XX 00000, Fax No. 000-000-0000, Email: xxxx.xx-xxxxxxxxxxxxxxx-xx@xxxxxx-xxxxxx.xxx; and (d) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service or sent by 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 ~~confirmation~~ 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 ~~receipt.~~ 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 or a notice requesting the issuance, amendment, extension or renewal of a Letter of Credit pursuant to Section 2.22, (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, their respective subsidiaries or their respective securities) (each, a “Public Lender”). The ~~Funds authorizes BNYM~~ Borrower hereby agrees that (w) all Borrower Materials that are to ~~(i) accept consents~~be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, ~~approvals~~at a minimum, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Personshall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (iix) ~~respond~~ by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to ~~consents~~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, ~~approvals~~their respective subsidiaries or their respective securities for purposes of foreign, ~~waivers~~United States federal and state securities laws (provided that, ~~requests~~to the extent such Borrower Materials constitute Information, ~~Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission~~they shall be treated as set forth in Section 9.16); (~~iii~~y) ~~communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers,~~ all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the ~~Board and Shareholders by means of email, facsimile or other electronic transmission~~Platform designated as “Public Investor”; and (ivz) ~~transmit~~ 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 Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) any notification of changes in the terms of the Credit Facilities and ~~receive Confidential Information~~ (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 Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in ~~connection~~ 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 ~~performance hereunder~~ 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 agrees that the receipt of the Communications by ~~means~~ the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of ~~secure email, facsimile~~ the Communications to the Administrative Agent for purposes of the 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 Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other ~~secure electronic transmission. If the Fund elects~~ communication pursuant to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any Loan Document in any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services manner specified in ~~connection with the transmission of~~ such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationLoan Document.

Appears in 2 contracts

Samples: Incremental Loan Assumption Agreement (AAC Holdings, Inc.), Credit Agreement (AAC Holdings, Inc.)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx~~ The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx ~~Xxxxxxxxxx, X.X. 000~~ X. ~~Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx~~ Senior Vice President, Deputy General Counsel and Secretary Telephone: (000) 000-0000 ~~Attn~~Email: ~~Legal Department if to BNYM~~Xxxxxxx.Xxxxxxx@xxxxxx.xxx Attention: Xxxxxxx Xxxxxxxx Email: Xxxxxxx.Xxxxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, atWeiss, Rifkind, Xxxxxxx &Garrison LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: ~~BNY Mellon Alternative Investment Services~~ Xxxxxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000)000-0000 Email: XXxxxxxx@xxxxxxxxx.xxx Agents: 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 ~~Xxxxxxxx~~ Xxxxxxxxx Xxxxxx, 0xx Xx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx Email: Xxxxxx.Xxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx ~~Xxxxxxxxxx~~LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx ~~With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention:~~ / Xxxxxx Xxx ~~X. Xxxx Facsimile~~Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxx.Xxxxxxx@xx.xxx / Xxxxxx.Xxx@xx.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 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, 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 ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile~~With a copy to: ~~(000) 000-0000 E-mail~~Attention: ~~xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM-AIS, at: ~~BNY~~ The Bank of New York Mellon ~~Alternative Investment Services~~ 000 ~~Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxxxxxxx Xxxxxx Xxx Xxxx, XX X.X. 00000 Attention: ~~Xxxxxx Xxxxxxx~~ [ ] Facsimile: [ ] With a copy to: The Bank of New York Mellon 000 Xxxxxxxx Xxxxxxx ~~Xxxxxx~~Xxxxxxxxxx, ~~20W New York, N.Y. 10286~~ Xxxxxxxx 00000 Attention: ~~Xxx X. Xxxx~~ Legal Department Facsimile: (000) -000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone ~~purporting~~ it reasonably believes to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any ~~Instructions~~ communications received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the ~~Shareholder~~ Subscriber has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless the Fund otherwise directs BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless the Fund otherwise directs, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (BlackRock Hedge Fund Guided Portfolio Solution)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Alternative Strategies Group, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Inc. Attention: Xxxxxx ~~Xxxxxxx~~ Xxxxxxxxx 000 X. Xxxxx Street Charlotte, NC 28202 With a copy to: Alternative Strategies Group, Inc. Attention: Xxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 With a copy to: BNY Mellon Investment Servicing (U.S.) Inc. 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: President or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, ~~Instructions~~ and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, ~~Instructions~~ and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, ~~the Board and Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM-AIS or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications~~ communications, unless such loss or damage is the result of BNYM’s -AIS’ willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the ~~Shareholder~~ Subscriber has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (ASGI Agility Income Fund)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx~~ The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx ~~Xxxxxxxxxx, X.X. 000~~ X. ~~Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx~~ Senior Vice President, Deputy General Counsel and Secretary Telephone: (000) 000-0000 ~~Attn~~Email: ~~Legal Department if to BNYM~~Xxxxxxx.Xxxxxxx@xxxxxx.xxx Attention: Xxxxxxx Xxxxxxxx Email: Xxxxxxx.Xxxxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, atWeiss, Rifkind, Xxxxxxx &Garrison LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: ~~BNY Mellon Alternative Investment Services~~ Xxxxxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000)000-0000 Email: XXxxxxxx@xxxxxxxxx.xxx Agents: 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 ~~Xxxxxxxx~~ Xxxxxxxxx Xxxxxx, 0xx Xx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx Email: Xxxxxx.Xxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx ~~Xxxxxxxxxx~~LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx ~~With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention:~~ / Xxxxxx Xxx ~~X. Xxxx Facsimile~~Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxx.Xxxxxxx@xx.xxx / Xxxxxx.Xxx@xx.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 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, 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 ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery ~~service~~ service, (iv) delivered and confirmed by e-mail, or (ivv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: : (i) if to the ~~Funds~~Company, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx~~ KKR Private Equity Conglomerate LLC 00 Xxxxxx Xxxxx ~~0000 Xxxxxxx~~New York, ~~XX 00000~~ NY 10001 United States of America (ii) if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxxxx Xxxxxx New York, NY 10286 Attention: Head of Regulatory Control Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With with a copy to: The Bank of New York Mellon 000 Xxxxxxxx Xxxxxxx ~~Xxxxxx~~Wilmington, ~~20W New York, N.Y. 10286~~ DE 19809 Attention: ~~Xxx X. Xxxx~~ Legal Department Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, notices sent via e-mail shall be deemed given on the date of transmission with confirmation of receipt and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Company authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any Fund~~the Company, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the ~~Board~~ Board, the Executive Committee and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM-AIS or the ~~Fund~~ Company elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Electronic Delivery Terms and Conditions attached hereto as ~~Appendix I. Subject to BNYM acting without~~ Schedule III. Absent bad ~~faith~~ faith, gross negligence or willful ~~misconduct~~misconduct in the performance of services hereunder, ~~BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Company or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Company’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any Fund~~ the Company or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Company, it may delay acting on such communication until clarification by ~~telephone call-back to~~ an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (KKR Private Equity Conglomerate LLC)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.~~ 000 ~~X. Xxxxxxxx~~ Xxxxx Xxxxxx ~~Xxxxx 0000 Xxxxxxx~~Xxx Xxxx, XX 00000 ~~Facsimile~~Attention: ~~(000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ Xxxxx XxXxxxxx if to BNYM, at~~: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to~~: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt~~. (b)~~ . The ~~Funds~~ Fund authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Members by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information (to the extent peiiiiitted by Section 5(o) above) in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM or the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct,~~ BNYM shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund's use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information (to the extent permitted by Section 5(o) above) or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone ~~purporting~~ reasonably believed by BNYM to be ~~such~~ an Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a ~~Shareholder~~ Member in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the ~~Shareholder~~ Member has received from ~~BNYM: (i)~~ BNYM a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (Global Chartist Fund, LLC)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds,~~ Funds at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~AMAP Fund Limited 00 Xxxxx Xxxxx, ~~X.X.~~ Xxxxx 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~Xxxxxxxxx, XX 00000 ~~Facsimile~~Attention: Xxxxxxxxx Xxxxxxx Xxxxxxxxx.Xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to ~~BNYM~~GFS, at: ~~BNY Mellon Alternative Investment Services~~ Gemini Fund Services, LLC 00 Xxxxx Xxxxx, Xxxxx 000 ~~Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxxxxxxx, XX 00000 Attention: Xxxxxx ~~Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile:~~ Xxxxxx xxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx (000) 000-0000 or at such ~~other~~ place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) ~~The Funds~~ Each Fund authorizes ~~BNYM~~ GFS to (i) accept consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GFS receives from ~~any~~ the Fund by email, facsimile or other electronic ~~transmission as~~ transmissions if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GFS receives from ~~any~~ the Fund by ~~means of~~ email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers~~Adviser, counsel, accountants, auditors, prime broker and other service providers, ~~the Board and Shareholders~~ by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If In the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith absence of gross negligence or willful ~~misconduct~~misconduct on the part of GFS, ~~BNYM~~ GFS shall not be liable to ~~the Funds~~ a Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of ~~email, facsimile or other electronic transmission to communicate with BNYM, or the use of email,~~ email facsimile or other electronic transmission by ~~BNYM~~ GFS to transmit Confidential Information or communicate with ~~any~~ the Fund or of any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any ~~Instructions~~ instructions are given, whether upon application of ~~BNYM~~ GFS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ GFS is authorized to, but is not obligated to, seek ~~clarification~~ confirmation of such ~~Instructions~~ instructions by telephone call-back to an Authorized ~~Person~~Xxxxx, and ~~BNYM~~ GFS may rely upon the ~~clarification~~ confirmation of anyone purporting to be such Authorized Person. If ~~BNYM~~ GFS considers that any email, facsimile or other electronic communication may conflict with any other ~~Instructions~~ instructions from, or agreements with, ~~any~~ a Fund, it may delay acting on such communication until ~~clarification~~ confirmation until confirmation by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 1 contract

Samples: Administrative Services Agreement (Northern Lights Variable Trust)

Notices Electronic Communications. Except in the case of notices and other communications permitted to be given by telephone, 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 or electronic communication as set forth in Section 9.01(e), as follows: (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at 0000 Xxxxxxxx Xxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Suite 120, Lenexa, Kansas 66214, Attention of Xxxx Xxxxxxx, ~~XX 00000 Facsimile: (000)~~ General Counsel, fax no. 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-~~0000 Attn~~0000, email: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt.xxxxxxxx@xxxx.xxx; (b) ~~The Funds authorizes BNYM~~ if to the Administrative Agent, to Credit Suisse AG, Eleven Madison Avenue, 23rd Floor, Xxx Xxxx, XX 00000, fax no. 000-000-0000, e-mail: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; (ic) ~~accept consents~~if to the Collateral Agent, ~~approvals~~to Credit Suisse AG, ~~waivers~~Eleven Madison Avenue, ~~requests~~23rd Floor, ~~Instructions~~ New York, NY 10010, Attn: Loan Operations, e-mail: xxxx.xxx-xxxxxxxxxx@xxxxxx-xxxxxx.xxx; and (d) if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and ~~other communications BNYM receives from any Fund~~ Acceptance pursuant to which such Lender shall have become a party hereto. Notices sent by ~~email~~hand or overnight courier service, ~~facsimile~~ or ~~other electronic transmission as if those communications had~~ mailed by certified or registered mail, shall be deemed to have been given ~~personally in writing and signed~~ when received; notices sent by ~~an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email,~~ facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be ~~subject~~ 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 ~~Terms and Conditions attached hereto~~ extent provided in paragraph (e) below, shall be effective as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services provided in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this said paragraph ~~shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM:~~ (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentatione).

Appears in 1 contract

Samples: Credit Agreement (BATS Global Markets, Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: ~~x/x~~ Evanston Alternative Opportunities Fund 0000 Xxxxxxx Xxxxxx, Suite 960 Evanston, IL 60201 Attention: Xxxx Xxxxxx With a copy to: Evanston Alternative Opportunities Fund 0000 Xxxxxxx Xxxxxx, Suite 960 Evanston, IL 60201 Attention: Xxxxx Xxxxxxxxx ~~Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM or the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct,~~ BNYM shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may reasonably rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from ~~BNYM: (i)~~ BNYM a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations~~; or (ii) subsequent correspondence or communication from~~ , which confirmation BNYM ~~clearly indicating the constructive receipt of such documentation~~shall not unreasonably withhold and which BNYM shall promptly deliver.

Appears in 1 contract

Samples: Administrative Services Agreement (Evanston Alternative Opportunities Fund)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered ~~and confirmed by facsimile, (iii) delivered~~ by reputable overnight courier delivery service or (iviii) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: ~~if to the Funds~~Equinox Fund Management, atLLC 0000 Xxxxxxx Xxxxxx, Suite 2010 Denver, CO 80203 Attention: ~~x/x Xxxxxxxxx~~ Xxx Xxxx; Xxxxx Xxxxxxx ~~Xxxxxxxxxx~~Email: xxxxx@xxxxxxxxxx.xxx; xxxxxxxx@xxxxxxxxxx.xxx Gemini Hedge Fund Services, ~~X.X. 000 X. Xxxxxxxx~~ LLC 00000 Xxxxxx ~~Xxxxx 0000 Xxxxxxx~~Xxxxxx, ~~XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn~~Suite 2 Omaha, NE 68130 Attention: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 xxxxx@xxxxx-xxxxxxxxx.xxx or at such ~~other~~ place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, and notices delivered personally shall be deemed given on the day of confirmed receipt~~, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt~~. (b) The ~~Funds~~ Company and each Fund authorizes ~~BNYM~~ GHFS to (i) accept consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GHFS receives from ~~any~~ the Company or such Fund by email, facsimile or other electronic ~~transmission~~ transmissions as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, ~~Instructions~~ instructions and other communications ~~BNYM~~ GHFS receives from ~~any~~ the Fund by ~~means of~~ email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Company or such Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, ~~the Board~~ and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If In the ~~Fund elects to communicate with BNYM through an on-line communication system offered by BNYM~~absence of bad faith, ~~its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith~~ gross negligence or willful ~~misconduct~~misconduct on the part of GHFS, ~~BNYM~~ GHFS shall not be liable to the ~~Funds~~ Company or any Fund or any other person for any loss or damage suffered as a result of the ~~Funds’ use of email, facsimile~~ Company’s or ~~other electronic transmission to communicate with BNYM, or the~~ such Fund’s use of email, facsimile or other electronic transmission by ~~BNYM~~ GHFS to transmit Confidential Information or communicate with ~~any~~ the Company or such Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any ~~Instructions~~ instructions are given, whether upon application of ~~BNYM~~ GHFS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ GHFS is authorized to, but is not obligated to, seek ~~clarification~~ confirmation of such ~~Instructions~~ instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ GHFS may rely ~~upon~~ upon, to the ~~clarification~~ extent such reliance is reasonable, the confirmation of anyone purporting to be such Authorized Person. If ~~BNYM~~ GHFS considers that any email, facsimile or other electronic communication may conflict with any other ~~Instructions~~ instructions from, or agreements with, the Company or any Fund, it may delay acting on such communication until ~~clarification~~ confirmation by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 1 contract

Samples: Administrative Services Agreement (Equinox Frontier Heritage Fund)

Notices Electronic Communications. (a) ~~All~~ Subject to paragraph (b) below, all notices ~~required or permitted under this Agreement~~ and other communications provided for herein shall be in writing and shall be ~~validly given~~ delivered by hand or ~~made in writing if~~ overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to any Loan Party, to the ~~Funds,~~ Borrower Agent at: ~~x/x~~ 000 Xxxx Xxxxxxxxx ~~Xxxxxxx Xxxxxxxxxx~~Woodcliff Lake, ~~X.X.~~ NJ 07677 Attn: Xxxx Xxxxxxxx, Chief Financial Officer Tel.: [•] Fax: [•] Email: with copy to: 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxx Xxxxxxxxx Woodcliff Lake, NJ 07677 Attn: Xxx Xxxxxx, General Counsel and Secretary Tel.: [•] Fax: [•] Email: Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX ~~00000 Facsimile~~00000-0000 Attn: Xxxxx Xxxxxxx Tel.: (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx Telephone~~Fax: (000) 000-0000 ~~Attn~~Email: ~~Legal Department~~ xxxxxxxx@xxxxxxxxx.xxx (ii) if to ~~BNYM~~the Administrative Agent, at: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Ankura Trust Company, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon~~ LLC, as Administrative Agent 000 Xxxxxxx Xxxxxx, ~~20W New York~~4th Floor Fairfield, ~~N.Y. 10286 Attention~~CT 06824 Attn: ~~Xxx X. Xxxx Facsimile~~Tel.: Email: (~~000~~iii) ~~000-0000~~ if to any other Lender, to it at its address or at facsimile number set forth in its Administrative Questionnaire. All such notices and other ~~place as may from time to time be designated in writing. Notices~~ communications sent ~~via mail~~ by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given ~~on the third business day following the day they are sent,~~ when received; notices and other communications sent ~~via overnight carrier~~ by telecopier shall be deemed to have been given on when sent (except that, if not given during normal business hours for the ~~business day following the day they are sent~~recipient, ~~notices delivered personally~~ shall be deemed to have been given at the opening of business on the ~~day of confirmed receipt,~~ next Business Day for the recipient). Notices and ~~notices transmitted by facsimile transmission~~ other communications delivered through electronic communications to the extent provided in clause (b) below shall be ~~deemed given on the date of transmission with confirmation of receipt~~effective as provided in such clause (b). (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative Agent. The ~~Funds authorizes BNYM~~ Administrative Agent or the Borrower Agent (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) ~~accept consents~~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, ~~approvals~~as available, ~~waivers~~return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, ~~requests~~such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, ~~Instructions~~ and (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor. (c) Any party hereto may change its address or facsimile number for notices and other communications ~~BNYM receives from any Fund~~ hereunder by ~~email~~notice to the other parties hereto. (d) Each of the Borrowers, ~~facsimile~~ the Administrative Agent and each Lender hereby acknowledges that (i) Holdings, the Borrowers and/or the Administrative Agent will make available to the Lenders materials and/or information provided by or ~~other~~ on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic ~~transmission as if those communications had been given personally in writing~~ system (the “Platform”) and ~~signed by an Authorized Person;~~ (ii) ~~respond~~ certain of the Lenders may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrowers or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~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 containing only Public Information (although it may be sensitive and proprietary) (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and ~~accept communications from~~(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.”. (e) 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 Representatives (collectively, the “Agent Parties”) have any liability to the Borrowers, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds Lender or any other ~~person~~ Person for losses, claims, damages, liabilities or expenses of any ~~loss~~ kind (whether in tort, contract or ~~damage suffered as a result~~ otherwise) arising out of the ~~Funds~~Borrowers’ ~~use of email, facsimile or other electronic transmission to communicate with BNYM,~~ or the ~~use~~ Administrative Agent’s transmission of ~~email~~Borrower Materials through the Internet, ~~facsimile~~ except to the extent that such losses, claims, damages, liabilities or ~~other electronic transmission~~ expenses are determined by ~~BNYM~~ a court of competent jurisdiction by a final and nonappealable judgment to ~~transmit Confidential Information~~ have resulted from the gross negligence or ~~communicate with~~ willful misconduct of such Agent Party or any ~~Fund~~ of its Related Parties; provided that in no event shall any Agent Party have any liability to the Borrowers, any Lender or any other ~~person~~Person for indirect, ~~including any loss~~ special, incidental, consequential or ~~damage resulting from~~ punitive damages (as opposed to direct or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationactual damages).

Appears in 1 contract

Samples: Restructuring Support Agreement (Party City Holdco Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to ~~the Funds~~Fund, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile~~as indicated on Annex I. With a copy to: ~~(000) 000-0000 E-mail~~Attention: ~~xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the ~~third~~ fifth business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. Notwithstanding the foregoing, all communications sent to Fund whether through the internet, or by mail, e-mail, facsimile, messenger or otherwise, are deemed given to Fund personally as of the date received, provided such communication is received between the hours of 9:00 am and 5:00 pm on a business day, otherwise such communication shall be deemed received by Fund on the following day that is a business day. Any communication sent to Fund by facsimile shall also be sent via e-mail or through the internet. (b) ~~The Funds~~ Fund authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any~~ Fund by email, facsimile or other electronic transmission as if those communications ~~had been~~ were given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from ~~any Fund~~ by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, ~~the Board~~ and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM or Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct,~~ BNYM shall not be liable to ~~the Funds~~ Fund or any other person for any loss or damage suffered as a result of ~~the Funds’~~ Fund’s use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with ~~any~~ Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of ~~anyone purporting to be such~~ an Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from ~~BNYM: (i)~~ BNYM a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (Susa Registered Fund, L.L.C.)

Notices Electronic Communications. ~~(a)~~ All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: xLazard Multi-Strategy 1099 Fund c/~~x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx~~ o Lazard Asset Management LLC Attn: General Counsel 00 Xxxxxxxxxxx Xxxxx ~~0000 Xxxxxxx~~Xxx Xxxx, XX 00000 ~~Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM-AIS, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 1 contract

Samples: Administrative Services Agreement (Lazard Multi-Strategy 1099 Fund)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: xc/~~x Xxxxxxxxx~~ o Ironwood Capital Management Onx Xxxxxx Xxxxx, Xxxxxxx ~~Xxxxxxxxxx~~Xxxxx, ~~X.X. 000 X. Xxxxxxxx~~ Suite 2500 San Francisco, CA 94105 Attention: Xxxxxx ~~Xxxxx 0000 Xxxxxxx, XX 00000~~ Xxxxxx Facsimile: (000) 000-0000 ~~E-mail~~Email: ~~xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ xxxxxx@XxxxxxxxXxxxxxxx.xxx if to ~~BNYM~~BNY Mellon, at: ~~BNY~~ The Bank of New York Mellon ~~Alternative Investment Services 000~~ 300 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: ~~Xxxxxx Xxxxxxx~~ Legal Department (Alternative Investment Services) Facsimile: (000) 000-0000 Email: xxx_xxxxx@xxxxxxxxx.xxx With a copy to: The Bank of New York Mellon ~~000~~ 100 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: ~~Xxx X. Xxxx~~ Head of Regulatory Control Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds ~~authorizes BNYM~~ authorize BNY Mellon to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY Mellon receives from any Authorized Person of a Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY Mellon receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder to the extent permitted hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNY Mellon or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by ~~BNYM~~BNY Mellon, its use thereof shall be subject to ~~the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ Schedule B. BNY Mellon shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with ~~BNYM~~BNY Mellon, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNY Mellon to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNY Mellon or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNY Mellon is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNY Mellon may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNY Mellon considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNY Mellon unless and until the Shareholder has received from ~~BNYM: (i)~~ BNY Mellon a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNY Mellon for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (Ironwood Multi-Strategy Fund LLC)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by email or telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally~~ when delivered, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ or, in the case of email or ~~registered~~telecopy notice, ~~return receipt requested~~ when sent (except in the case of email or 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), addressed as ~~follows: if~~ follows in the case of the Borrower, the Agents, and as set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x~~ The Borrower: Vet Intermediate Holdco II, LLC Custom House Square, 7, Custom House St, Portland, ME 04101Attention: Xxxxxxxxx Xxxxxx and Xxxx Xxxxxx Xxxxxxx ~~Xxxxxxxxxx~~Telephone: 0 (000) 000-0000 x0000 E-mail: xxxxxxx@xxxxxxxxxxxxxxx.xxx, ~~X.X.~~ xxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx and xxxxxxxxxxxx@xxxxxxxx.xxx With a copy (which shall not constitute notice) to: Debevoise & Xxxxxxxx LLP 000 ~~X. Xxxxxxxx~~ Xxxxx Xxxxxx ~~Xxxxx 0000 Xxxxxxx~~Xxx Xxxx, XX 00000 ~~Facsimile~~Attention: Xxxxx X. Xxxxxxxx Telecopy: (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx~~ Telephone: (000) 000-0000 ~~Attn~~Agents: ~~Legal Department if to BNYM~~JPMorgan Chase Bank, atN.A. 00 X. Xxxxxxxx St Chicago, IL 60603 Attention: ~~BNY Mellon Alternative Investment Services~~ April Yebd Telephone: 000-000-0000 Fax: 000-000-0000 E-mail address: Xxxxx.Xxxx@xxxxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 ~~Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: ~~Xxxxxx~~ Xxxxxxx ~~With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx~~ X. Xxxx ~~Facsimile~~Telephone: (000) -000-0000 E-mail address: xxxxx@xxxxxx.xxx provided that any notice, request or ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective until received. (b) [Reserved]. (c) The ~~Funds authorizes BNYM to~~ Borrower hereby acknowledges that (i) ~~accept consents~~the Administrative Agent and/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, ~~approvals~~“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, ~~waivers~~a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, ~~requests~~or not material with respect to any Parent Company, ~~Instructions~~ 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 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, 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 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.” (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 (each individually, an “Agent Party” and 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 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 a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party 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) Each of the Borrower, the Administrative Agent and each Issuing Lender may change its address, email address, telecopier or telephone number for notices and other communications ~~BNYM receives~~ hereunder by notice to the other parties hereto. Each other Lender may change its address, email 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 Agent from ~~any Fund by email~~time to time to ensure that the Administrative Agent has on record (i) an effective address, ~~facsimile or~~ contact name, telephone number, telecopier number and electronic mail address to which notices and other ~~electronic transmission as if those~~ communications ~~had been given personally in writing~~ may be sent and ~~signed by an Authorized Person;~~ (ii) ~~respond~~ accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to ~~consents~~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, ~~approvals~~in accordance with such Public Lender’s compliance procedures and applicable Law, ~~waivers~~including United States Federal securities laws, ~~requests, Instructions~~ 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 ~~communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission;~~ than Public Information. (~~iii~~f) ~~communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers~~The Administrative Agent, the ~~Board~~ Issuing Lenders and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the ~~Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof~~ Lenders shall be ~~subject~~ entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the ~~Terms and Conditions attached hereto as Appendix I. Subject~~ Administrative Agent to ~~BNYM acting without bad faith~~ be given by or ~~willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result~~ on behalf of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Credit Agreement (Covetrus, Inc.)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: xThe Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxx, EVP, General Counsel Email: Xxxxxx.Xxxx@xxxxxx.xxx Telephone: (000) 000-0000 Attention: Xxxxxxxx Xxxxx Email: Xxxxxxxx.Xxxxx@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: For loan borrowing notices, continuations, conversions, and payments: MidCap Funding IV Trust c/~~x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~o MidCap Financial Services, ~~X.X.~~ LLC, as Servicer 0000 Xxxxxxxx Xxxxxx, Xxxxx 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~Xxxxxxxx, XX 00000 ~~Facsimile~~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~~mail address: ~~xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if~~ xxxxxxx@xxxxxxxxx.xxx provided, that any notice, request or demand to ~~BNYM~~or upon the Agents, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 the Lenders or ~~at such other place as may from time to time~~ the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Lead Arranger will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~requests, Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~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 ~~accept communications from~~(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 ~~Fund~~Lender, ~~its officers~~or any other Person for losses, ~~counsel~~claims, ~~accountants~~damages, ~~auditors~~liabilities or expenses of any kind (whether in tort, ~~prime broker and other service providers~~contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower and the Administrative Agent may change its address, ~~facsimile~~ telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with Borrower and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Administrative Agent. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 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 ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Super Priority Senior Secured Debtor in Possession Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: xXxxxxxx Xxxxxx c/x ~~Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxx Xxxxx 00 Xxxxx Xxxxxx, ~~X.X.~~ 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Permal Hedge Strategies Fund II With a copy to: Xxxxxx Xxxx, Esq. c/o Legg Xxxxx 000 ~~X. Xxxxxxxx~~ Xxxxxx Xxxxxx, 00xx Xxxxx ~~0000 Xxxxxxx~~Xxx Xxxx, XX Xxx Xxxx 00000 ~~Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ EXECUTION COPY if to BNYM-AIS, at: ~~BNY Mellon~~ BNYM-AIS Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds ~~authorizes BNYM~~ authorize BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM-AIS or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Services Agreement (Permal Hedge Strategies Fund II)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: xXxxxxxx Xxxxxx c/x ~~Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Xxxx Xxxxx 00 Xxxxx Xxxxxx, ~~X.X.~~ 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Permal Hedge Strategies Portfolio With a copy to: Xxxxxx Xxxx, Esq. c/o Legg Xxxxx 000 ~~X. Xxxxxxxx~~ Xxxxxx Xxxxxx, 00xx Xxxxx ~~0000 Xxxxxxx~~Xxx Xxxx, XX Xxx Xxxx 00000 ~~Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ EXECUTION COPY if to BNYM-AIS, at: ~~BNY Mellon~~ BNYM-AIS Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds ~~authorizes BNYM~~ authorize BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM-AIS or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Services Agreement (Permal Hedge Strategies Portfolio)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the Funds, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~[ ] 000 Xxxxxx Xxxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx~~ 00xx Xxxxx ~~0000 Xxxxxxx~~Xxx Xxxx, XX Xxx Xxxx 00000 ~~Facsimile~~With a copy to: ~~(000) 000-0000 E-mail~~Attention: ~~xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department~~ if to BNYM-AIS, at: ~~BNY Mellon~~ BNYM-AIS Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds ~~authorizes BNYM~~ authorize BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the~~ BNYM-AIS or any Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Services Agreement (Permal Hedge Strategies Fund)

Notices Electronic Communications. (a) All notices required or permitted under this ~~Agreement~~ RE ASA in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: ~~x/x~~ Clarion Partners 000 Xxxx Xxxxxx, Xx. 00 Xxx Xxxx, XX 00000 Attn: Legal Department With a copy to: Gables Residential 0000 Xxxxxxxxx ~~Xxxxxxx Xxxxxxxxxx~~Xxxx, ~~X.X.~~ Xxxxx 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, XX 00000 ~~Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000~~ Attn: ~~Legal Department~~ Chief Financial Officer if to BNYM-AIS, at~~: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to~~: The Bank of New York Mellon 000 Xxxxxxxx Xxxxxxx ~~Xxxxxx~~Xxxxxxxxxx, ~~20W New York, N.Y. 10286 Attention~~XX 00000 Attn: ~~Xxx X. Xxxx~~ Legal Department Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service ~~providers,~~ providers and the Board ~~and Shareholders~~ by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM-AIS or the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Electronic Access Terms and Conditions ~~attached hereto as Appendix I. Subject~~ provided by BNYM-AIS to ~~BNYM acting without bad faith~~ the Fund or ~~willful misconduct, BNYM~~ the Fund’s agent. BNYM-AIS shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.

Appears in 1 contract

Samples: Real Estate Administrative Services Agreement (Clarion Partners Real Estate Income Fund Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Administrator or the Fund, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X.~~ Attention: Aviv Efrat PennantPark Floating Rate Capital Ltd. 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx,~~ XXXXXXX XXXXXX 00XX XXXXX XXX XXXX XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: Attention: if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Administrator and the Fund authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives ~~from any Fund~~ by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Administrator, the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If the ~~Fund~~ Administrator elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the ~~Shareholder~~ Subscriber has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Sub Administrative and Accounting Services Agreement (PennantPark Floating Rate Capital Ltd.)

Notices Electronic Communications. (a) ~~All~~ Except in the case of notices ~~required or~~ and other communications expressly permitted ~~under this Agreement~~ to be given by telephone (and except for electronic communication provided below), all notices and other communications provided for herein shall be in writing and shall be ~~validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii)~~ delivered by ~~reputable~~ hand or overnight courier ~~delivery service or (iv) deposited in the mail~~service, ~~first class, postage prepaid,~~ mailed by certified or ~~registered~~registered mail or sent by fax, ~~return receipt requested~~ as follows: (a) if to any Borrower, to it at Gogo Inc., 0000 X. Xxxxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: General Counsel, with a copy to Treasurer, Facsimile: 000-000-0000; (b) if to the ~~Funds~~Administrative Agent or the Collateral Agent, atto it at Xxxxxx Xxxxxxx Senior Funding, Inc., 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxx Xxxxxxx, ~~XX 00000~~ Facsimile: ~~(000)~~ 000-~~0000~~ 000-0000, E-mail: ~~xxxxx@xxxxx.xxx Telephone:~~ xxxxxxxx@xx.xxx; and (~~000~~c) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~a Lender, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at its address (or fax number) set forth on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender shall have become a party hereto. Notices sent by hand or overnight courier service, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to:~~ 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 Section 2, 3 and 4 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Sections 2, 3 and 4 by electronic communication. The ~~Bank~~ Administrative Agent or any 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 ~~New York Mellon 000 Xxxxxxx Xxxxxx~~such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, ~~20W New York~~(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, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile:~~ as available, return e-mail or other written acknowledgement), and (~~000~~ii) ~~000~~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-~~0000~~ 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 ~~such other place as may~~ the opening of business on the next Business Day for the recipient. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notices may be ~~designated in writing~~sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. ~~Notices sent via mail shall be deemed given on the third business day following the day they are sent,~~ Any party hereto may change its address or facsimile number for notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject notice to the ~~Terms and Conditions attached~~ other parties hereto ~~as Appendix I. Subject to BNYM acting without bad faith~~ (provided that any Lender may change its address or ~~willful misconduct, BNYM shall not be liable~~ facsimile number by notice solely to the ~~Funds or any other person for any loss or damage suffered as a result of~~ Administrative Agent and the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationBorrowers).

Appears in 1 contract

Samples: Credit Agreement (Gogo Inc.)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~The Borrower: Revlon Consumer Products Corporation Oxx Xxx Xxxx Xxxxx Xxx Xxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~Xxx Xxxx 00000 Attention: Axxxxx Xxxx, ~~XX 00000 Facsimile~~EVP, General Counsel Email: Axxxxx.Xxxx@xxxxxx.xxx Telephone: (000) 000-0000 EAttention: Vxxxxxxx Xxxxx Email: Vxxxxxxx.Xxxxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-~~mail~~0000 Attention: ~~xxxxx@xxxxx.xxx~~ Txxxxx X. de la Bastide III Telephone: (000) 000-0000 Email: txxxxxxxxxxx@xxxxxxxxx.xxx Agents: Jefferies Finance LLC, as Administrative Agent and Collateral Agent Jefferies Finance LLC 500 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Email: JXxx.Xxxxxxx@Xxxxxxxxx.xxx Attn: Revlon - Account Manager Fax: (000) 000-0000 With a copy (which shall not constitute notice) to: Pxxx Xxxxxxxx LLP 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Axxxxx Xxxxxx Email: axxxxxxxxxxx@xxxxxxxxxxxx.xxx Telephone: (000) 000-0000 Attn: ~~Legal Department if to BNYM, at~~Kxxx Xxxxxxxxxx Email: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimilekxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx Telephone: (000) 000-0000 Attn: Mxxxxxx Xxxxxxx Email: mxxxxxxxxxxxxx@xxxxxxxxxxxx.xxx Telephone: (000) 000-0000 provided, that any notice, request or ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower and/or the Administrative Agent will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~waivers~~“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (ii) certain of the Lenders (each, ~~requests~~a “Public Lender”) may have personnel who do not wish to receive information other than information that is publicly available, ~~Instructions~~ 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 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.”. (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 or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party or any of its Related Persons; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). (e) Each of the Borrower and the Administrative Agent may change its address, telecopier or telephone number for notices and other communications ~~BNYM receives~~ hereunder by notice to such other Person. Each Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from ~~any Fund by email~~time to time to ensure that the Administrative Agent has on record (i) an effective address, ~~facsimile or~~ contact name, telephone number, telecopier number and electronic mail address to which notices and other ~~electronic transmission as if those~~ communications ~~had been given personally in writing~~ may be sent and ~~signed by an Authorized Person;~~ (ii) ~~respond~~ accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to ~~consents~~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, ~~approvals~~in accordance with such Public Lender’s compliance procedures and applicable Requirement of Law, ~~waivers~~including United States Federal securities laws, ~~requests, Instructions~~ 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 ~~communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission;~~ than Public Information. (~~iii~~f) ~~communicate with,~~ The Administrative Agent and ~~accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers,~~ the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof Lenders shall be ~~subject~~ entitled to rely and act upon any notices (including telephonic notices of borrowing) believed in good faith by the ~~Terms and Conditions attached hereto as Appendix I. Subject~~ Administrative Agent to ~~BNYM acting without bad faith~~ be given by or ~~willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result~~ on behalf of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Superpriority Senior Secured Debtor in Possession Credit Agreement (Revlon Consumer Products Corp)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx~~ The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx ~~Xxxxxxxxxx, X.X. 000~~ X. ~~Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx~~ Senior Vice President, Deputy General Counsel and Secretary Telephone: (000) 000-0000 ~~Attn~~Email: ~~Legal Department if to BNYM~~Xxxxxxx.Xxxxxxx@xxxxxx.xxx Attention: Xxxxxxx Xxxxxxxx Email: Xxxxxxx.Xxxxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, atWeiss, Rifkind, Xxxxxxx &Garrison LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: ~~BNY Mellon Alternative Investment Services~~ Xxxxxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000)000-0000 Email: XXxxxxxx@xxxxxxxxx.xxx Agents: 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 ~~Xxxxxxxx~~ Xxxxxxxxx Xxxxxx, 0xx Xx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx Email: Xxxxxx.Xxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx ~~Xxxxxxxxxx~~LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx ~~With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention:~~ / Xxxxxx Xxx ~~X. Xxxx Facsimile~~Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxx.Xxxxxxx@xx.xxx / Xxxxxx.Xxx@xx.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 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, 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: JoAnn 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 ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipteffective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Lawlaw, 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: Attention: if to BNYM-AIS, at: The Bank of New York Mellon ~~000~~ 101 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: ~~Xxx X.~~ Ixx Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone ~~purporting~~ it reasonably believes to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any ~~Instructions~~ communications received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the ~~Shareholder~~ Subscriber has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless the Fund otherwise directs BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless the Fund otherwise directs, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (BlackRock Preferred Partners LLC)

Notices Electronic Communications. Except in the case of notices and other communications expressly permitted hereby to be given by telephone, notices and other communications provided for herein shall be in writing 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 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower or Holdings, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at Sportsman’s Warehouse, ~~X.X. 000~~ 0000 X. ~~Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxx Xxxx Xxxxx, Xxxxxxx, XX ~~00000 Facsimile: (000)~~ 00000, Attention Chief Financial Officer, Fax No. 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000)~~ 000-~~0000 Attn~~0000, Phone 000-000-0000, Email: ~~Legal Department~~ xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx; (b) if to ~~BNYM~~the Administrative Agent, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to Credit Suisse AG, ~~XX 00000~~ Attention: ~~Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000~~ Xxxx Portrait – Agency Manager, Eleven Xxxxxxx Xxxxxx, ~~20W New York~~Xxx Xxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000)~~ XX 00000, Fax No. 000-~~0000~~ 000-0000, Phone: 000-000-0000, Email: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx; and (c) if to a Lender, to it at its address (or at fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto. All notices and other ~~place as may from time~~ communications given to ~~time be designated~~ any party hereto in ~~writing. Notices sent via mail~~ accordance with the provisions of this Agreement shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or other electronic image scan transmission (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) 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 ~~confirmation of receipt. (b) The Funds authorizes BNYM~~ the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to ~~(i) accept consents~~among Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and the applicable Lenders from time to time, ~~requests, Instructions~~ notices and other communications ~~BNYM receives~~ may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from ~~any Fund~~ time to time by ~~email,~~ 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 ~~if those communications had~~ 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 ~~given personally in writing~~ 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 ~~signed by an Authorized Person;~~ 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) ~~respond~~ relates to ~~consents, approvals, waivers, requests, Instructions and other communications BNYM receives from~~ the payment of any ~~Fund by means of email, facsimile~~ principal or other ~~electronic transmission;~~ amount due under this Agreement prior to the scheduled date therefor, (iii) ~~communicate with, and accept communications from,~~ provides notice of any ~~Fund, its officers, counsel, accountants, auditors, prime broker and~~ Default or Event of Default under this Agreement or any other ~~service providers, the Board and Shareholders by means of email, facsimile~~ Loan Document or ~~other electronic transmission; and~~ (iv) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ is required to be delivered to satisfy any condition precedent to the effectiveness of ~~secure email, facsimile~~ this Agreement and/or any Borrowing or other ~~secure electronic transmission. If~~ extension of credit hereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the ~~Fund elects to communicate with BNYM through~~ Communications in an ~~on-line communication system offered by BNYM, its use thereof shall be subject~~ electronic/soft medium that is properly identified in a format acceptable to the ~~Terms~~ Administrative Agent to an electronic mail address as directed by the Administrative Agent. In addition, the Borrower agrees, and ~~Conditions attached hereto~~ agrees to cause its Subsidiaries, to continue to provide the Communications to the Administrative Agent or the Lenders, as ~~Appendix I. Subject~~ the case may be, in the manner specified in the Loan Documents but only to ~~BNYM acting without bad faith or willful misconduct~~the extent requested by the Administrative Agent. The Borrower hereby acknowledges that (a) the Administrative Agent may, ~~BNYM~~ but shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, ~~seek clarification~~ make available to the Lenders (and prospective Lenders, assignees and participants) materials and/or information provided by or on behalf of ~~such Instructions~~ the Borrower hereunder (collectively, the “Borrower Materials”) by ~~telephone call~~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-~~back~~ side” Lenders (i.e., Lenders that do not wish to ~~an Authorized Person~~receive material non-public information with respect to the Borrower or its securities) (each, ~~and BNYM may rely upon the clarification of anyone purporting~~ 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 ~~Authorized Person. If BNYM considers~~ 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 ~~any email~~to the extent such Borrower Materials constitute Information, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner they shall be treated as set forth in ~~this paragraph~~ 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 actually received by BNYM~~ marked “PUBLIC”, unless ~~and until~~ the ~~Shareholder has received from BNYM~~Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (i1) ~~a confirmation~~ 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 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 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 ~~in the form currently in use~~ (including by ~~BNYM for those types of confirmations; or (ii~~electronic communication) ~~subsequent correspondence or communication~~ from ~~BNYM clearly indicating the constructive receipt~~ time to time of such ~~documentation~~Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or 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 (Sportsman's Warehouse Holdings, Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if delivered and confirmed by e-mail and (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if If to the ~~Funds~~Company, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Email: xxxxx@xxxxxxxxxxx.xxx EQT Infrastructure Company LLC 0000 Xxxxxx xx xxx Xxxxxxxx 45th Floor New York, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With NY 10036 with a copy to: Email: xxxxx.xxxxxx@xxxxxx.xxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 X Xxxxxx, XX Washington, D.C. 20001 If to BNY, at: The Bank of New York Mellon 000 ~~Xxxxxxx Xxxxxx, 20W~~ Xxxxxxxxx Xxxxxx New York, ~~N.Y.~~ New York 10286 ~~Attention~~Attn: ~~Xxx X. Xxxx Facsimile:~~ Legal Department (~~000~~Asset Servicing – Alternatives) ~~000-0000~~ or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, notices sent via e-mail shall be deemed given on the date of transmission with confirmation of receipt and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Company authorizes ~~BNYM~~ BNY to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY receives from any ~~Fund~~ Company by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY receives from any ~~Fund~~ Company by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any ~~Fund~~Company, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the Fund~~ BNY or any Company elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by ~~BNYM~~BNY, its use thereof shall be subject to the ~~Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without~~ Electronic Access Agreement. Absent bad ~~faith~~ faith, fraud or willful ~~misconduct~~misconduct in the performance of services hereunder, ~~BNYM~~ BNY shall not be liable to the ~~Funds~~ Company or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Company’s use of email, facsimile or other electronic transmission to communicate with ~~BNYM~~BNY, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNY to transmit Confidential Information or communicate with ~~any Fund~~ the Company or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNY or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNY is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNY may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNY considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Company, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNY unless and until the ~~Shareholder~~ Subscriber has received from ~~BNYM: (i)~~ BNY a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNY for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (EQT Infrastructure Co LLC)

Notices Electronic Communications. (a) ~~All~~ Except in the case of notices ~~required or~~ and other communications expressly permitted ~~under this Agreement~~ to be given by telephone (and except for electronic communication provided below), all notices and other communications provided for herein shall be in writing and shall be ~~validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii)~~ delivered by ~~reputable~~ hand or overnight courier ~~delivery service or (iv) deposited in the mail~~service, ~~first class, postage prepaid,~~ mailed by certified or ~~registered~~registered mail or sent by fax, ~~return receipt requested~~ as follows: (a) if to any Borrower, to it at Gogo Inc., 0000 X. Xxxxxxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000, Attention: General Counsel, with a copy to Treasurer, Facsimile: 000-000-0000; (b) if to the ~~Funds~~Administrative Agent or the Collateral Agent, atto it at Xxxxxx Xxxxxxx Senior Funding, Inc., 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxx Xxxxxxx, ~~XX 00000~~ Facsimile: ~~(000)~~ 000-~~0000~~ 000-0000, E-mail: ~~xxxxx@xxxxx.xxx Telephone:~~ xxxxxxxx@xx.xxx; and (~~000~~c) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~a Lender, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at its address (or fax number) set forth on Schedule 1.1, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With~~ Schedule A to the Amendment and Restatement Agreement or in the Assignment and Assumption pursuant to which such Lender shall have become a ~~copy to:~~ 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 Section 2, 3 and 4 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Sections 2, 3 and 4 by electronic communication. The ~~Bank~~ Administrative Agent or any 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 ~~New York Mellon 000 Xxxxxxx Xxxxxx~~such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, ~~20W New York~~(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, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile:~~ as available, return e-mail or other written acknowledgement), and (~~000~~ii) ~~000~~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-~~0000~~ 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 ~~such other place as may~~ the opening of business on the next Business Day for the recipient. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notices may be ~~designated in writing~~sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. ~~Notices sent via mail shall be deemed given on the third business day following the day they are sent,~~ Any party hereto may change its address or facsimile number for notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject notice to the ~~Terms and Conditions attached~~ other parties hereto ~~as Appendix I. Subject to BNYM acting without bad faith~~ (provided that any Lender may change its address or ~~willful misconduct, BNYM shall not be liable~~ facsimile number by notice solely to the ~~Funds or any other person for any loss or damage suffered as a result of~~ Administrative Agent and the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationBorrowers).

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Gogo Inc.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if delivered and confirmed by e-mail and (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if If to the ~~Funds~~Company, at: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~Email: xxxxx@xxxxxxxxxxx.xxx EQT Private Equity Company LLC 0000 Xxxxxx xx xxx Xxxxxxxx 45th Floor New York, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With NY 10036 with a copy to: Email: xxxxx.xxxxxx@xxxxxx.xxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 X Xxxxxx, XX Washington, D.C. 20001 If to BNY, at: The Bank of New York Mellon 000 ~~Xxxxxxx Xxxxxx, 20W~~ Xxxxxxxxx Xxxxxx New York, ~~N.Y.~~ New York 10286 ~~Attention~~Attn: ~~Xxx X. Xxxx Facsimile:~~ Legal Department (~~000~~Asset Servicing – Alternatives) ~~000-0000~~ or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, notices sent via e-mail shall be deemed given on the date of transmission with confirmation of receipt and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Company authorizes ~~BNYM~~ BNY to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY receives from any ~~Fund~~ Company by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY receives from any ~~Fund~~ Company by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any ~~Fund~~Company, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If ~~the Fund~~ BNY or any Company elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by ~~BNYM~~BNY, its use thereof shall be subject to the ~~Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without~~ Electronic Access Agreement. Absent bad ~~faith~~ faith, fraud or willful ~~misconduct~~misconduct in the performance of services hereunder, ~~BNYM~~ BNY shall not be liable to the ~~Funds~~ Company or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Company’s use of email, facsimile or other electronic transmission to communicate with ~~BNYM~~BNY, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNY to transmit Confidential Information or communicate with ~~any Fund~~ the Company or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNY or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNY is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNY may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNY considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Company, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNY unless and until the ~~Shareholder~~ Subscriber has received from ~~BNYM: (i)~~ BNY a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNY for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (EQT Private Equity Co LLC)

Notices Electronic Communications. ~~(a)~~ All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if~~ or to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 such Person or at such other ~~place~~ address as may ~~from time~~ be hereafter notified by the respective parties hereto: The Borrower: Revlon Consumer Products CorporationOne Xxx Xxxx XxxxxXxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President, Deputy General Counsel and SecretaryTelephone: [redacted]Email: [redacted] Attention: Xxxx Xxxxxx Email: [redacted]Attention: Xxxxxx Eng Email: [redacted] With a copy (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP1285 Avenue of the AmericasNew York, NY 10019-6064Attention: Xxxxxx X. de la Bastide IIITelephone: [redacted]Email: [redacted] Agents: Jefferies Finance LLC,as Administrative Agent and each Collateral AgentJefferies Finance LLC520 Madison AvenueNew York, New York 10022Email: [redacted]Attn: Revlon - Account Manager Fax: [redacted] With a copy (which shall not constitute notice) to: Xxxx Xxxxxxxx XXX000 Xxxx XxxxxxXxx Xxxx, XX 00000Xxxx: Xxxxx LopezEmail: [redacted]Telephone: [redacted] provided, that any notice, request or demand to ~~time be designated in writing. Notices sent via mail shall be deemed given on~~ or upon the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providersAgents, the ~~Board and Shareholders by means of email, facsimile~~ Lenders or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM Borrower shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication effective until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationreceived.

Appears in 1 contract

Samples: Credit Agreement (Revlon Inc /De/)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: xA&Q Masters Fund c/x o UBS Hedge Fund Solutions LLC 600 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Dylan Germishuys if to BNY Mellon, at: The Bank of New York Mellon 300 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx,~~ XX 00000 Attention: Legal Department (Alternative Investment Services) Facsimile: (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx~~ With a copy to: The Bank of New York Mellon ~~000~~ 100 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: ~~Xxx X. Xxxx~~ Head of Regulatory Control Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Fund authorizes ~~BNYM~~ BNY Mellon to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY Mellon receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNY Mellon receives from ~~any~~ the Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNY Mellon or the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by ~~BNYM~~BNY Mellon, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNY Mellon shall not be liable to the ~~Funds~~ Fund or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Fund's use of email, facsimile or other electronic transmission to communicate with ~~BNYM~~BNY Mellon, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNY Mellon to transmit Confidential Information or communicate with ~~any~~ the Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNY Mellon or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNY Mellon is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNY Mellon may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNY Mellon considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any~~ the Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNY Mellon unless and until the Shareholder has received from ~~BNYM: (i)~~ BNY Mellon a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNY Mellon for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (A&Q Masters Fund)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if~~ or to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 such Person or at such other ~~place~~ address as may ~~from time~~ be hereafter notified by the respective parties hereto: #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 The Borrower: Revlon Consumer Products CorporationOne Xxx Xxxx XxxxxXxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx X. Xxxxxxx, Senior Vice President, Deputy General Counsel and SecretaryTelephone: [redacted]Email: [redacted] Attention: Xxxxxxx Xxxxxxxx Email: [redacted] Attention: Xxxxxx Eng Email: [redacted] With a copy (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP1285 Avenue of the AmericasNew York, New York 10019-6064Attention: [redacted]Telecopy: [redacted]Telephone: [redacted]Email: [redacted] Agents: For loan borrowing notices, continuations, conversions, and payments: Citibank, N.A.1615 Xxxxx RoadOPS IIINew Castle, DE 19720Attention: Xxxxxxxx SheltonEmail: [redacted] For financial statements, certificates, other information: Citibank, N.A.CRMS Documentation Xxxx000 Xxxxxxxxxx XxxxXxxxxxxxx, XX 14068Email: [redacted] [redacted] [redacted] [redacted] [redacted] [redacted] With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx LLP885 Third AvenueNew York, NY 10022Attention: Xxxxxx Xxxxxxx / Xxxxxx XueTelecopy: [redacted]Telephone: [redacted] Email: [redacted] [redacted] provided, that any notice, request or demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be ~~designated in writing. Notices sent via mail~~ effective until received; provided, further, notice addresses for Issuing Lenders and Swingline Lenders shall be ~~deemed given on~~ set forth in the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receiptdocuments appointing such Issuing Lender or Swingline Lender. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by posting to the Platform or by any electronic communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ and the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~and the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~#93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Credit Agreement (Revlon Inc /De/)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopyfacsimile or other electronic transmission), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally~~ when delivered, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ or, in the case of telecopy notice by facsimile or ~~registered~~other electronic transmission, ~~return receipt requested~~ when sent (except in the case of a telecopy notice by facsimile or other electronic transmission 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), addressed as ~~follows: if~~ follows in the case of the Borrower, the AgentsAgent, and as set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx Xxxxxxx~~ 136 [[6103614]] 0000 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx~~, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx~~, XX 00000 ~~Facsimile~~Attention: Xxx Xxxxxxxx Telecopy: (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx~~ Telephone: (000) 000-0000 ~~Attn~~Agents: ~~Legal Department if to BNYM, at~~Agent: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention~~For payments and requests for extensions of credit: ~~Xxxxxx Xxxxxxx~~ Other notices: With a copy (which shall not constitute notice) to: ~~The~~ Bank of ~~New York Mellon~~ America, N.A. Dedicated Servicing 000 Xxxx Xxxxx Xxxxxx Gateway Village – 900 Building Mail Code: CA4-702-02-25NC1-026-06-04 0000 Xxxxxxx ~~Xxxxxx~~Xxxx, ~~20W New York~~2nd Fl. Concord, ~~N.Y. 10286~~ CA 94520 Attention: ~~Xxx X. Xxxx Facsimile~~Xxxxx Xxxxxxx Telecopy: (000) 000-0000 ~~or at such other place as may from time to time be designated in writing~~Telephone: (000) 000-0000 Charlotte, NC 28255 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Email: xxxxxxxx.xxxxxx@xxxx.xxx Fax Number: 000-000-0000 Bank of America, N.A. Agency Management 000 Xxxx Xxxxx Xxxxxx Gateway Village – 900 Building Mail Code: NC1-026-06-03 Charlotte, NC 28255 Attn: Xxxxxx (Xxxxxx) Xxxxxx Phone: 000-000-0000 Email: xxxxx.sanctis@baml.comDianna.X.Xxxxxx@bofa. ~~Notices sent via mail~~ com Debevoise & Xxxxxxxx LLP 000 Xxxxx Xxxxxx 00 Xxxxxx Xxxxxxxxx New York, NY 1002210001 Attention: Xxxxxxx X. Xxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 With a copy (which shall ~~be deemed given on the third business day following the day they are sent~~not constitute notice) to: Xxxxxxx Xxxxxx & Xxxxx LLP 000 Xxxxxx Xxxxxx Xxx Xxxx, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt.XX 00000 Email: xxxxxx@xxxxxxxxx.xxx (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The ~~Funds authorizes BNYM~~ AgentsAgent or the 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) The Borrower hereby acknowledges that (i) ~~accept consents~~the Administrative Agent and/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, ~~approvals, waivers, requests, Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to any Parent, ~~waivers~~Investor, ~~requests~~the Borrower or its Subsidiaries, ~~Instructions~~ or their respective securities, for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders and ~~accept communications from~~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.” (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 ~~Fund~~Lender, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds any Issuing Lender or any other ~~person~~ Person for losses, claims, damages, liabilities or expenses of any ~~loss~~ kind (whether in tort, contract or ~~damage suffered as a result~~ otherwise) arising out of the ~~Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM,~~ Borrower’s or the ~~use~~ Administrative Agent’s transmission of ~~email, facsimile~~ Borrower Materials through the Internet or ~~other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund~~ notices through the Platform or any other ~~person~~electronic platform or electronic messaging service, ~~including any loss~~ except to the extent that such losses, claims, damages, liabilities or ~~damage resulting from or arising out~~ expenses are determined by a court of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, competent jurisdiction by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation.a

Appears in 1 contract

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if~~ or to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 such Person or at such other ~~place~~ address as may ~~from time to time~~ be ~~designated in writing. Notices sent via mail~~ hereafter notified by the respective parties hereto: |US-DOCS\115543490.9|| The Borrower: Revlon Consumer Products CorporationOne Xxx Xxxx XxxxxXxx Xxxx, Xxx Xxxx 00000Xxxxxxxxx: Xxxxxxx X. Xxxxxxx, Senior Vice President, Deputy General Counsel and Secretary Telephone: [redacted]Email: [redacted] Attention: Siobhan AndersonEmail: [redacted] Attention: Xxxxxx EngEmail: [redacted] With a copy (which shall ~~be deemed given on~~ not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx &Garrison LLP1285 Avenue of the ~~third business day following the day they are sent~~AmericasNew York, ~~notices sent via overnight carrier shall be deemed given on the business day following the day they are sent~~New York 10019-6064Attention: Xxxxxxxxx GoodallTelecopy: [redacted]Telephone: [redacted]Email: [redacted] Agents: For loan borrowing notices, ~~notices delivered personally shall be deemed given on the day of confirmed receipt~~continuations, conversions, and ~~notices transmitted by facsimile transmission~~ payments: Citibank, N.A.Citigroup / ABTF Global Xxxxx0000 Xxxxx XxxxXxx Castle, DE 19720Attention: Xxxxxxxx X. SheltonEmail: [redacted]For financial statements, certificates, other information: Citibank, N.A.Asset Based & Transitional Finance390 Greenwich Street, 1st FlNew York, NY 10013Attention: Xxxxxx HalschEmail: [redacted] With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx LLP885 Third AvenueNew York, NY 10022Attention: Xxxxxx Xxxxxxx / Xxxxxx XueTelecopy: [redacted]Telephone: [redacted]Email: [redacted] / [redacted] Issuing Lenders: Citibank, N.A.Citigroup / ABTF Global Xxxxx0000 Xxxxx XxxxXxx Castle, DE 19720Attention: Xxxxxxxx X. SheltonEmail: [redacted]JPMorgan Chase Bank, X.X.000 Xxxx Xxxxxx, 00xx XxxxxXxx Xxxx, XX 10172Attention: Xxxxx DiForioEmail: [redacted]Bank of America, X.X.Xxxxxxxx Capital-Trade & International Services Group450 X Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 92101Attention: JoAnn ReginaVice President, Credit Support Manager Telecopy: [redacted]Telephone: [redacted]Email: [redacted] Swingline Lender: Citibank, N.A.Citigroup / ABTF Global Xxxxx0000 Xxxxx XxxxXxx Castle, DE 19720Attention: Xxxxxxxx X. SheltonEmail: [redacted] provided, that any notice, request or demand to or upon the Agents, the Lenders or the Borrower shall not be ~~deemed given on the date of transmission with confirmation of receipt~~effective 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 communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices |US-DOCS\115543490.9|| pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses |US-DOCS\115543490.9|| are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)

Notices Electronic Communications. (a) ~~All~~ Except as provided in paragraph (b) below, all notices ~~required or permitted under this Agreement~~ and other communications provided for herein shall be in writing and shall be ~~validly given~~ delivered by hand or ~~made in writing if~~ overnight courier service, mailed by certified or registered mail or sent by facsimile as follows: (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to a Borrower or the ~~Funds~~Fund, atto it at the address at the beginning of this Agreement, Attention of: ~~x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X.~~ Xxxx TariqRose Xxx Xxxxxxxx ~~Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile~~or via facsimile at No: (000) 000-~~0000 E-mail: xxxxx@xxxxx.xxx Telephone:~~ 0000; and (~~000~~ii) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~the Bank, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~to Xxxx Xxxxxxxxx, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The~~ Vice President, or Fund Finance Department Head at M/S SFC0310, OCB2302, State Street Bank ~~of New York Mellon 000 Xxxxxxx~~ and Trust Company, Xxx XxxxxxxXxxxxxxx Xxxxxx, ~~20W New York~~Xxxxxx, ~~N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing~~Xxxxxxxxxxxxx 0000000000. Notices sent ~~via mail~~ by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given ~~on the third business day following the day they are sent,~~ when received; notices sent ~~via overnight carrier~~ by facsimile shall be deemed to have been given on when sent (except that, if not given during normal business hours for the ~~business day following the day they are sent~~recipient, ~~notices delivered personally~~ shall be deemed to have been given at the opening of business on the next business day ~~of confirmed receipt~~for the recipient). Notices delivered through electronic communications, ~~and notices transmitted by facsimile transmission~~ to the extent provided in paragraph (b) below, shall be ~~deemed given on the date of transmission with confirmation of receipt~~effective as provided in said paragraph (b). (b) ~~The Funds authorizes BNYM to (i) accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any~~ Notices made by a Borrower or Fund consisting of requests for loans or notices of repayments hereunder may be delivered or furnished by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications BNYM receives from any Fund by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an one-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any emailmail, facsimile or other electronic communication pursuant to procedures approved by the Bank, unless the Bank, in its discretion, notifies such Borrower otherwise. Communications transmitted by the Borrower or the Fund consisting of financial information permitted to be delivered by electronic means pursuant to the last paragraph of Section II(1) of this Agreement may ~~conflict~~ be delivered or furnished by electronic means as provided in such Section. The Bank may, in its discretion, agree to accept other notices and 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. Neither the Bank nor any of its directors, officers, employees, agents or affiliates shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed through telecommunications, electronic or other information transmission systems in connection with ~~any~~ this Agreement or the other ~~Instructions from~~Loan Documents or the transactions contemplated hereby or thereby. Unless the Bank otherwise prescribes, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) ~~a confirmation of receipt in writing in~~ notices and other communications sent to an e-mail address shall be deemed to have been given when received by the ~~form currently in use by BNYM for those types of confirmations; or~~ Bank and (ii) ~~subsequent correspondence~~ financial information 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 ~~from BNYM clearly indicating~~ is available and identifying the ~~constructive receipt~~ 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 ~~documentation~~notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. (c) Any party hereto may change its address, facsimile number or email address for notices and other communications hereunder by notice to the other parties hereto. Credit Suisse Family of Funds June 10, 2009

Appears in 1 contract

Samples: Twenty First Amendment to the Credit Suisse Family of Funds $250,000,000 Committed Line of Credit (Credit Suisse Trust)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery ~~service~~ service, (iv) delivered and confirmed by e-mail, or (ivv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: : (i) if to the ~~Funds~~Company, at: ~~x/x~~ KKR Private Equity Conglomerate LLC 30 Xxxxxx Yards New York, NY 10001 United States of America (ii) if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxxxx ~~Xxxxxxx Xxxxxxxxxx~~Xxxxxx New York, ~~X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000~~ NY 10286 Attention: Head of Regulatory Control Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With with a copy to: The Bank of New York Mellon 000 Xxxxxxxx Xxxxxxx ~~Xxxxxx~~Wilmington, ~~20W New York, N.Y. 10286~~ DE 19809 Attention: ~~Xxx X. Xxxx~~ Legal Department Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, notices sent via e-mail shall be deemed given on the date of transmission with confirmation of receipt and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The ~~Funds~~ Company authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Company by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any Fund~~the Company, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the ~~Board~~ Board, the Executive Committee and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If BNYM-AIS or the ~~Fund~~ Company elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Electronic Delivery Terms and Conditions attached hereto as ~~Appendix I. Subject to BNYM acting without~~ Schedule III. Absent bad ~~faith~~ faith, gross negligence or willful ~~misconduct~~misconduct in the performance of services hereunder, ~~BNYM~~ BNYM-AIS shall not be liable to the ~~Funds~~ Company or any other person for any loss or damage suffered as a result of the ~~Funds’~~ Company’s use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any Fund~~ the Company or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone purporting to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Company, it may delay acting on such communication until clarification by ~~telephone call-back to~~ an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the Shareholder has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by ~~BNYM~~ BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (KKR Private Equity Conglomerate LLC)

Notices Electronic Communications. Except for notices and other communications expressly permitted to be given by telephone hereunder (and except as provided in this ‎Section 8.01), 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) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Borrower, ~~at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx~~to it at Electronic Cigarettes International Group, ~~X.X. 000 X.~~ Ltd., 10000 Xxxxxxxx ~~Xxxxxx~~ Xxxxx, Xxxxx ~~0000 Xxxxxxx~~Xxxxxx, XX ~~00000 Facsimile:~~ 00000, Attention of Pxxxxx Xxxxxxxx (Facsimile No. (000) 000-~~0000 E-mail~~0000, Email: ~~xxxxx@xxxxx.xxx Telephone:~~ pxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx); and (~~000~~b) ~~000-0000 Attn: Legal Department~~ if to ~~BNYM~~the Agent and the Lenders, ~~at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~at the address set forth on such party’s signature page hereto. All notices and other communications given to any party hereto, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank~~ in accordance with the provisions of ~~New York Mellon 000 Xxxxxxx Xxxxxx~~this Agreement, ~~20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail~~ shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed to have been given on the date of ~~transmission~~ receipt if delivered by hand or overnight courier service, or sent by fax or on the date five (5) 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 8.01, or in accordance with ~~confirmation~~ the latest unrevoked direction from such party given in accordance with this ‎Section 8.01. As agreed to among the Borrower and the Agent on behalf of ~~receipt. (b)~~ the 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 ~~Funds authorizes BNYM~~ Borrower hereby agrees, unless directed otherwise by the Agent or unless the electronic mail address referred to below has not been provided by the Agent to the Borrower, that it will, and will cause its Subsidiaries to, provide to the Agent all information, documents and other materials that it is obligated to furnish to the Agent and/or the Lenders 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) ~~accept consents, approvals, waivers, requests, Instructions and other communications BNYM receives from~~ relates to the payment of any ~~Fund by email, facsimile~~ principal or other ~~electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person;~~ amount due under this Agreement prior to the scheduled date therefor, (ii) ~~respond to consents, approvals, waivers, requests, Instructions and~~ provides notice of any Default or Event of Default under this Agreement or any other ~~communications BNYM receives from any Fund by means of email, facsimile~~ Loan Document or ~~other electronic transmission;~~ (iii) ~~communicate with~~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 Agent to an electronic mail address as directed by the Agent. In addition, the Borrower agrees, and ~~accept communications from~~agrees to cause its Subsidiaries, ~~any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers,~~ to continue to provide the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject Communications to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM, or the use of email, facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder Agent in the manner ~~set forth~~ specified in ~~this paragraph shall~~ the Loan Documents but only to the extent requested by the Agent. The Borrower hereby acknowledges that the Lenders may not ~~be deemed actually received by BNYM unless and until~~ wish to receive material nonpublic information with respect to the ~~Shareholder has received from BNYM:~~ 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 Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a ~~confirmation of receipt in writing in~~ minimum, shall mean that the ~~form currently in use by BNYM for those types of confirmations; or~~ word “PUBLIC” shall appear prominently on the first page thereof, and (ii) ~~subsequent correspondence~~ by marking all Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Lenders to treat such Borrower Materials as not containing any material nonpublic information with respect to the Borrower or ~~communication from BNYM clearly indicating~~ its securities for purposes of United States Federal and state securities laws. Notwithstanding the ~~constructive receipt~~ foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the Lenders 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 any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of ~~such documentation~~changes 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 Agent’s prior written consent, the Borrower may provide Borrower Materials that are not marked “PUBLIC”.

Appears in 1 contract

Samples: Credit Agreement (Electronic Cigarettes International Group, Ltd.)

Notices Electronic Communications. (a) All notices required or permitted under this Agreement in writing shall be validly given or made in writing if (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to the ~~Funds~~Fund, at: x/x Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, X.X. 000 X. Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx Telephone: (000) 000-0000 Attn: Legal Department if to BNYM, at: BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: Attention: if to BNYM-AIS, at: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention: Xxx X. Xxxx Facsimile: (000) 000-0000 or at such other place as may from time to time be designated in writing. Notices sent via mail shall be deemed given on the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receipt. (b) The Funds authorizes ~~BNYM~~ BNYM-AIS to (i) accept consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any~~ the Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) respond to consents, approvals, waivers, requests, Instructions and other communications ~~BNYM~~ BNYM-AIS receives from ~~any Fund~~ the Funds by means of email, facsimile or other electronic transmission; (iii) communicate with, and accept communications from, ~~any~~ the Fund, its ~~officers,~~ counsel, accountants, auditors, prime broker and other service providers, the Board and ~~Shareholders~~ Subscribers by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of ~~secure~~ email, facsimile or other ~~secure~~ electronic transmission. If the Fund elects to ~~communicate with BNYM~~ transmit Instructions through an on-line communication system offered by BNYM-AIS, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. ~~Subject to BNYM acting without bad faith or willful misconduct, BNYM~~ BNYM-AIS shall not be liable to the Funds or any other person for any loss or damage suffered as a result of the Funds’ use of email, facsimile or other electronic transmission to communicate with BNYM-AIS, or the use of email, facsimile or other electronic transmission by ~~BNYM~~ BNYM-AIS to transmit Confidential Information or communicate with ~~any Fund~~ the Funds or any other person, including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such ~~communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~communications. In the event any Instructions are given, whether upon application of ~~BNYM~~ BNYM-AIS or otherwise, by means of email, facsimile or other electronic transmission, ~~BNYM~~ BNYM-AIS is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and ~~BNYM~~ BNYM-AIS may rely upon the clarification of anyone ~~purporting~~ it reasonably believes to be such Authorized Person. If ~~BNYM~~ BNYM-AIS considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, ~~any Fund~~the Funds, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any ~~Instructions~~ communications received from a ~~Shareholder~~ Subscriber in the manner set forth in this paragraph shall not be deemed actually received by ~~BNYM~~ BNYM-AIS unless and until the ~~Shareholder~~ Subscriber has received from BNYM~~: (i)~~ -AIS a confirmation of receipt in writing in the form currently in use by BNYM-AIS for those types of confirmations (unless the Funds otherwise direct BNYM to not provide such confirmations); provided, however, that BNYM-AIS represents and warrants that, unless the Funds otherwise direct, it will promptly send to a Subscriber a confirmation of receipt of any application or other document actually received by BNYM-AIS from such Subscriber in the form currently in use by BNYM-AIS for those types of confirmations~~; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentation~~.

Appears in 1 contract

Samples: Administrative Services Agreement (BlackRock Alternatives Allocation Portfolio LLC)

Notices Electronic Communications. (a) ~~All~~ Subject to paragraph (b) below, all notices ~~required or permitted under this Agreement~~ and other communications provided for herein shall be in writing and shall be ~~validly given~~ delivered by hand or ~~made in writing if~~ overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows: (i) personally delivered, (ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service or (iv) deposited in the mail, first class, postage prepaid, certified or registered, return receipt requested as follows: if to any Loan Party, to the ~~Funds,~~ Borrower Agent at: ~~x/x~~ 000 Xxxx Xxxxxxxxx ~~Xxxxxxx Xxxxxxxxxx~~Woodcliff Lake, ~~X.X.~~ NJ 07677 Attn: Xxxx Xxxxxxxx, Chief Financial Officer Email: with copy to: 000 ~~X. Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxx Xxxxxxxxx Woodcliff Lake, NJ 07677 Attn: Xxx Xxxxxx, General Counsel and Secretary Email: Xxxx, Xxxxx, Xxxxxxx, ~~XX 00000 Facsimile~~Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10019-6064 Attn: Xxxxx Xxxxxxx Tel.: (000) 000-0000 ~~E-mail: xxxxx@xxxxx.xxx Telephone~~Fax: (000) 000-0000 ~~Attn~~Email: ~~Legal Department~~ xxxxxxxx@xxxxxxxxx.xxx (ii) if to ~~BNYM~~the Administrative Agent, at: ~~BNY Mellon Alternative Investment Services 000 Xxxxxxxx Xxxxxxx Xxxxxxxxxx~~Ankura Trust Company, ~~XX 00000 Attention: Xxxxxx Xxxxxxx With a copy to: The Bank of New York Mellon~~ LLC, as Administrative Agent 000 Xxxxxxx Xxxxxx, ~~20W New York~~4th Floor Fairfield, ~~N.Y. 10286 Attention~~CT 06824 Attn: ~~Xxx X. Xxxx Facsimile~~Xxxxxx Xxxxxx Tel.: Email: (~~000~~iii) ~~000-0000~~ if to any other Lender, to it at its address or at facsimile number set forth in its Administrative Questionnaire. All such notices and other ~~place as may from time to time be designated in writing. Notices~~ communications sent ~~via mail~~ by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given ~~on the third business day following the day they are sent,~~ when received; notices and other communications sent ~~via overnight carrier~~ by telecopier shall be deemed to have been given on when sent (except that, if not given during normal business hours for the ~~business day following the day they are sent~~recipient, ~~notices delivered personally~~ shall be deemed to have been given at the opening of business on the ~~day of confirmed receipt,~~ next Business Day for the recipient). Notices and ~~notices transmitted by facsimile transmission~~ other communications delivered through electronic communications to the extent provided in clause (b) below shall be ~~deemed given on the date of transmission with confirmation of receipt~~effective as provided in such clause (b). (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative Agent. The ~~Funds authorizes BNYM~~ Administrative Agent or the Borrower Agent (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) ~~accept consents~~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, ~~approvals~~as available, ~~waivers~~return e-mail or other written acknowledgement); provided that if not given during the normal business hours of the recipient, ~~requests~~such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, ~~Instructions~~ and (ii) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor. (c) Any party hereto may change its address or facsimile number for notices and other communications ~~BNYM receives from any Fund~~ hereunder by ~~email~~notice to the other parties hereto. (d) Each of the Borrowers, ~~facsimile~~ the Administrative Agent and each Lender hereby acknowledges that (i) Holdings, the Borrowers and/or the Administrative Agent will make available to the Lenders materials and/or information provided by or ~~other~~ on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic ~~transmission as if those communications had been given personally in writing~~ system (the “Platform”) and ~~signed by an Authorized Person;~~ (ii) ~~respond~~ certain of the Lenders may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrowers or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~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 containing only Public Information (although it may be sensitive and proprietary) (provided that to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and ~~accept communications from~~(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.”. (e) 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 Representatives (collectively, the “Agent Parties”) have any liability to the Borrowers, any Fund, its officers, counsel, accountants, auditors, prime broker and other service providers, the Board and Shareholders by means of email, facsimile or other electronic transmission; and (iv) transmit and receive Confidential Information in connection with its performance hereunder by means of secure email, facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. Subject to BNYM acting without bad faith or willful misconduct, BNYM shall not be liable to the Funds Lender or any other ~~person~~ Person for losses, claims, damages, liabilities or expenses of any ~~loss~~ kind (whether in tort, contract or ~~damage suffered as a result~~ otherwise) arising out of the ~~Funds~~Borrowers’ ~~use of email, facsimile or other electronic transmission to communicate with BNYM,~~ or the ~~use~~ Administrative Agent’s transmission of ~~email~~Borrower Materials through the Internet, ~~facsimile~~ except to the extent that such losses, claims, damages, liabilities or ~~other electronic transmission~~ expenses are determined by ~~BNYM~~ a court of competent jurisdiction by a final and nonappealable judgment to ~~transmit Confidential Information~~ have resulted from the gross negligence or ~~communicate with~~ willful misconduct of such Agent Party or any ~~Fund~~ of its Related Parties; provided that in no event shall any Agent Party have any liability to the Borrowers, any Lender or any other ~~person~~Person for indirect, ~~including any loss~~ special, incidental, consequential or ~~damage resulting from~~ punitive damages (as opposed to direct or arising out of loss of data or malfunction of equipment or communications services in connection with the transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith. In the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back to an Authorized Person, and BNYM may rely upon the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: (i) a confirmation of receipt in writing in the form currently in use by BNYM for those types of confirmations; or (ii) subsequent correspondence or communication from BNYM clearly indicating the constructive receipt of such documentationactual damages).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Party City Holdco Inc.)

Notices Electronic Communications. (a) All ~~notices required~~ notices, requests and demands to or ~~permitted under this Agreement~~ upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be ~~validly~~ deemed to have been duly given or made ~~in writing if (i) personally delivered~~when delivered or posted to the Platform, ~~(ii) delivered and confirmed by facsimile, (iii) delivered by reputable overnight courier delivery service~~ or ~~(iv)~~ three Business Days after being deposited in the mail, ~~first class,~~ postage prepaid, ~~certified~~ hand delivered or, in the case of telecopy notice, when sent (except 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), addressed as follows in the case of the Borrower or ~~registered~~the Agents, ~~return receipt requested~~ and as ~~follows: if~~ set forth in an administrative questionnaire delivered to the ~~Funds~~Administrative Agent in the case of the Lenders, ator to such Person or at such other address as may be hereafter notified by the respective parties hereto: ~~x/x Xxxxxxxxx~~ The Borrower: Revlon Consumer Products Corporation Xxx Xxx Xxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx ~~Xxxxxxxxxx, X.X. 000~~ X. ~~Xxxxxxxx Xxxxxx Xxxxx 0000~~ Xxxxxxx, ~~XX 00000 Facsimile: (000) 000-0000 E-mail: xxxxx@xxxxx.xxx~~ Senior Vice President, Deputy General Counsel and Secretary Telephone: (000) 000-0000 ~~Attn~~Email: ~~Legal Department if to BNYM~~Xxxxxxx.Xxxxxxx@xxxxxx.xxx Attention: Xxxxxxx Xxxxxxxx Email: Xxxxxxx.Xxxxxxxx@xxxxxx.xxx Attention: Xxxxxx Eng Email: Xxxxxx.Xxx@xxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxx, atWeiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: ~~BNY Mellon Alternative Investment Services 000~~ Xxxxxxxxx Xxxxxxx Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: XXxxxxxx@xxxxxxxxx.xxx Agents: For loan borrowing notices, continuations, conversions, and payments: Citibank, N.A. 0000 Xxxxx Xxxx OPS III Xxx Xxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxx ~~Xxxxxxxxxx~~Email: Xxxxxxxx.Xxxxxxx@xxxx.xxx For financial statements, certificates, other information: Citibank, N.A. CRMS Documentation Xxxx 000 Xxxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Email: xxxx.xx.xxx.xxxxxxxxxxxxx@xxxx.xxx xxxxxxxxxxxxxxx@xxxx.xxx Xxxxxx.Xxxxxxxxx@xxxx.xxx Xxxxxxxxx.Xxxxxxxxxxx@xxxx.xxx Xxxxxxx.Xxx@xxxx.xxx Xxxxxxxxxxx.Xxxxxxxxxxx@xxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx ~~With a copy to: The Bank of New York Mellon 000 Xxxxxxx Xxxxxx, 20W New York, N.Y. 10286 Attention:~~ / Xxxxxx Xxx ~~X. Xxxx Facsimile~~Telecopy: (000) 000-0000 Telephone: (000) 000-0000 Email: Xxxxxx.Xxxxxxx@xx.xxx Xxxxxx.Xxx@xx.xxx provided, that any notice, request or ~~at such other place as may from time~~ demand to ~~time~~ or upon the Agents, the Lenders or the Borrower shall not be ~~designated in writing. Notices sent via mail~~ effective until received; provided, further, notice addresses for Issuing Lenders and Swingline Lenders shall be ~~deemed given on~~ set forth in the third business day following the day they are sent, notices sent via overnight carrier shall be deemed given on the business day following the day they are sent, notices delivered personally shall be deemed given on the day of confirmed receipt, and notices transmitted by facsimile transmission shall be deemed given on the date of transmission with confirmation of receiptdocuments appointing such Issuing Lender or Swingline Lender. (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by posting to the Platform or by any electronic communications pursuant to procedures approved by the Administrative Agent; provided, that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Any Agent or the 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) The ~~Funds authorizes BNYM to~~ Borrower, each Agent and each Lender hereby acknowledges that (i) ~~accept consents~~Holdings, ~~approvals~~the Borrower, ~~waivers~~the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders, ~~requests~~the Issuing Lenders and the Swingline Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, ~~Instructions~~ “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and other communications BNYM receives from any Fund by email, facsimile or other electronic transmission as if those communications had been given personally in writing and signed by an Authorized Person; (ii) ~~respond~~ certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to ~~consents~~receive information other than information that is publicly available, ~~approvals~~or not material with respect to Holdings, ~~waivers~~the Borrower or its Subsidiaries, ~~requests~~or their respective securities, ~~Instructions~~ for purposes of the United States Federal and ~~other communications BNYM receives from any Fund by means~~ state securities laws (collectively, “Public Information”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of ~~email~~the Borrower Materials that is Public Information and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, ~~facsimile or other electronic transmission~~at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (~~iii~~x) ~~communicate with~~by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Lenders, the Swingline Lender and ~~accept communications from~~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.” (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 ~~Fund~~Lender, ~~its officers, counsel, accountants, auditors, prime broker and other service providers~~any Issuing Lender, the ~~Board and Shareholders by means~~ Swingline Lender or any other Person for losses, claims, damages, liabilities or expenses of ~~email~~any kind (whether in tort, ~~facsimile~~ contract or ~~other electronic transmission; and (iv~~otherwise) ~~transmit and receive Confidential Information in connection with its performance hereunder by means~~ arising out of ~~secure email~~the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, ~~facsimile or other secure electronic transmission. If the Fund elects to communicate with BNYM through an on-line communication system offered by BNYM, its use thereof shall be subject~~ except to the ~~Terms~~ extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and ~~Conditions attached hereto as Appendix I. Subject~~ nonappealable judgment to ~~BNYM acting without~~ have resulted from the gross negligence, bad faith or willful ~~misconduct~~misconduct of such Agent Party or any of its Related Persons; provided, ~~BNYM~~ however, that in no event shall ~~not be liable~~ any Agent Party have any liability to the ~~Funds~~ Borrower, any Lender, any Issuing Lender, the Swingline Lender or any other ~~person~~ Person for ~~any loss~~ indirect, special, incidental, consequential or ~~damage suffered~~ punitive damages (as ~~a result~~ opposed to direct or actual damages). (e) Each of the ~~Funds’ use of email~~Borrower, ~~facsimile~~ the Administrative Agent, each Issuing Lender and the Swingline Lender may change its address, telecopier or telephone number for notices and other ~~electronic transmission~~ communications hereunder by notice to ~~communicate with BNYM~~such other Persons. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the ~~use of email~~Borrower, ~~facsimile or other electronic transmission by BNYM to transmit Confidential Information or communicate with any Fund or any other person~~the Administrative Agent, ~~including any loss or damage resulting from or arising out of loss of data or malfunction of equipment or communications services in connection with~~ each Issuing Lender and the ~~transmission of such communications unless such loss or damage is the result of BNYM’s willful misconduct, negligence or bad faith~~Swingline Lender. In addition, each Lender agrees to notify the event any Instructions are given, whether upon application of BNYM or otherwise, by means of email, facsimile or other electronic transmission, BNYM is authorized to, but is not obligated to, seek clarification of such Instructions by telephone call-back Administrative Agent from time to ~~an Authorized Person, and BNYM may rely upon~~ time to ensure that the clarification of anyone purporting to be such Authorized Person. If BNYM considers that any email, facsimile or other electronic communication may conflict with any other Instructions from, or agreements with, any Fund, it may delay acting Administrative Agent has on such communication until clarification by telephone call-back to an Authorized Person. Any Instructions received from a Shareholder in the manner set forth in this paragraph shall not be deemed actually received by BNYM unless and until the Shareholder has received from BNYM: 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 Agent to be given by or on behalf of the Borrower even if (i) such notices were not made in a ~~confirmation~~ manner specified herein, were incomplete or were not preceded or followed by any other form of ~~receipt in writing in the form currently in use by BNYM for those types of confirmations;~~ notice specified herein, or (ii) ~~subsequent correspondence or communication~~ the terms thereof, as understood by the recipient, varied from ~~BNYM clearly indicating~~ any confirmation thereof. All telephonic notices to and other telephonic communications with the ~~constructive receipt~~ Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such ~~documentation~~recording.

Appears in 1 contract

Samples: Term Credit Agreement (Revlon Inc /De/)

Common use of Notices Electronic Communications Clause in Contracts