Posting on Electronic Delivery Systems Clause Samples
The "Posting on Electronic Delivery Systems" clause governs how documents, notices, or communications are distributed via digital platforms such as email, secure portals, or other online systems. It typically outlines the acceptable methods for electronic delivery, specifies when a document is considered received (for example, upon posting or upon recipient access), and may set requirements for system reliability or recipient notification. This clause ensures that both parties have a clear, agreed-upon process for electronic communications, reducing disputes over whether and when information was properly delivered.
Posting on Electronic Delivery Systems. Company acknowledges and agrees that (I) Administrative Agent may make any material delivered by Company to Administrative Agent, as well as any amendments, waivers, consents, and other written information, documents, instruments and other materials relating to Company, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”), available to the Lenders by posting such notices on an electronic delivery system (which may be provided by Administrative Agent, an Affiliate of Administrative Agent, or any Person that is not an Affiliate of Administrative Agent), such as IntraLinks, or a substantially similar electronic system (the “Platform”) and (II) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Company or its securities) (each, a “Public Lender”). Company acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution; provided that Administrative Agent agrees to use reasonable efforts to require that any Lender with access to the Platform agrees to keep the Communications confidential on substantially the same terms set forth in subsection 10.18, (ii) the Platform is provided “as is” and “as available” and (iii) neither Administrative Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. Administrative Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by Administrative Agent or any of its Affiliates in connection with the Platform. Company hereby agrees that (w) all Communications that are to be made available to Public Lenders shall be clearly and conspic...