Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 11 contracts

Samples: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC)

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Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of SECTION 5.01); (cb) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Term Loans that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Term Loan or LoansTerm Loans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 9 contracts

Samples: Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.), Credit Agreement (Burlington Stores, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of during any Bank Product or Cash Management Service Dominion Trigger Period (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 8 contracts

Samples: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Parent Borrower hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Credit Parties and will rely significantly upon the Loan Credit Parties’ books and records, as well as on representations of the Loan Credit Parties’ personnel; (ed) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the BorrowersParent Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Parent Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 8 contracts

Samples: Restatement Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Healthcare, Inc.), Credit Agreement (HCA Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 6 contracts

Samples: Credit Agreement (Nicole Crafts LLC), Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the financial statements or Reports, and shall not be liable for any information contained in any financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (ef) agrees to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or the Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the financial statements or Reports, and shall not be liable for any information contained in any financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or the Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 4 contracts

Samples: Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Singer Madeline Holdings, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities Bank Products and Cash Management Services provided by, and amounts due or to become due to on account thereof to, such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities any such Bank Products or Cash Management Services unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and reports required to be delivered by the Lead Borrower Loan Parties hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Co-Collateral Agents (collectively, the “Reports”) (which the Agent and the Co-Collateral Agents agree to so deliver); (c) expressly agrees and acknowledges that the Administrative Agent makes and the Co-Collateral Agents make no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent, the Co-Collateral Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereofthis Agreement; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agent and the Co-Collateral Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin any Letter of Credit or Swingline Advance, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agent, the Co-Collateral Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agent, Co-Collateral Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 4 contracts

Samples: Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp), Credit Agreement (Sears Holdings Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 4 contracts

Samples: Credit Agreement (Zumiez Inc), Credit Agreement (Petsmart Inc), Credit Agreement (Pacific Sunwear of California Inc)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon at its written request, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request in writing), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderor its Affiliates; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under SECTION 5.01(a) through and including SECTION 5.01(g), all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”), the certificates and other information delivered by the Lead Borrower under SECTION 5.02, and the notices delivered by the Lead Borrower under SECTION 5.03, and the Agents agree to furnish the same promptly to the Lenders (which Reports may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansRevolving Credit Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 3 contracts

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

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities Liabilities, if any, due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower Borrowers hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with any other manner, except that such Reports may be disclosed to the provisions of extent permitted under Section 10.07 11.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loansany Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through a breach by the indemnifying LenderLender of its obligations under Section 11.07.

Appears in 3 contracts

Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)

Reports and Financial Statements. By signing this Agreement, each LenderLender and each L/C Issuer: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such LenderLender or such L/C Issuer, as applicable, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower Holdings hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof11.07 (other than clause (g) thereof); and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative Agent’s or such other Lender’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction.

Appears in 3 contracts

Samples: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter Agent, at such frequency as the Administrative Agent may reasonably request request, with a summary of all Other Liabilities Bank Product Obligations due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities Bank Product Obligations unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc)

Reports and Financial Statements. By signing this Agreement(a) Within thirty (30) days of the end of each Fiscal Year, the Manager shall cause each LenderMember to be furnished with two sets of the following additional annual reports computed as of the last day of the Fiscal Year: (a1) agrees An unaudited balance sheet of the Company; (2) An unaudited statement of the Company’s profit and loss; and (3) A statement of the Members’ Capital Accounts and changes therein for such Fiscal Year. (b) Within fifteen (15) days of the end of each quarter of each Fiscal Year, and provided that any such request was made prior to furnish the Administrative Agent promptly upon end of the furnishing quarter, the Property Manager shall cause to be furnished to Bluerock such information as requested by Bluerock as is necessary for any reporting requirements of the SOIFs, BR Growth, or BR Growth II (to the extent any of such affiliates of Bluerock are hereafter a Member or direct or indirect owner of a Member of the Company) and any reporting requirements of any Bank Product REIT Member (whether a direct or Cash Management Service indirect owner) to determine its qualification as a REIT and thereafter its compliance with REIT Requirements as shall be reasonably requested by Bluerock. Further, the Property Manager shall cooperate in a reasonable manner at the request of any Member to work in good faith with any designated accountants or auditors of such frequency Member or its Affiliates so that such Member or its Affiliate is able to comply with its public reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934, as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due amended, applicable to such Lenderentity, and to work in good faith with the designated accountants or auditors of the Member or any of its Affiliates in connection therewith, including for purposes of testing internal controls and procedures of such Member or its Affiliates. (c) The Members acknowledge that the Property Manager is obligated to perform Property-related accounting and furnish Property-related accounting statements under the terms of the Management Agreement (the “Property Manager Reports”). In connection with any distributions to be made hereunder, the Administrative Agent Manager shall be entitled to assume that no amounts are due rely on the Property Manager Reports with respect to any Lender on account of Other Liabilities unless its obligations under this Section 8, and the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested Members acknowledge that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required reports to be delivered by furnished shall be based on the Lead Borrower hereunder and all Borrowing Base CertificatesProperty Manager Reports, commercial finance examinations and appraisals without any duty on the part of the Collateral received by Manager to further investigate the Agents (collectivelycompleteness, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation accuracy or warranty as to the accuracy adequacy of the Property Manager Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Cost Plus Inc/Ca/), Credit Agreement (Rue21, Inc.), Credit Agreement (Rue21, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter (at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities Bank Product Obligations due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities Bank Product Obligations unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent or the Co-Collateral Agents, as applicable (collectively, the “Reports”) (and the Administrative Agent and the Canadian Agent, as applicable, agree to furnish such Reports promptly to the Lenders, which may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that no Agent or the Administrative Canadian Agent (i) makes no any representation or warranty as to the accuracy of the Reports, and Reports or (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, the Canadian Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 SECTION 9.15 hereof, and not to use any Report in any other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each Agent, the Agents Canadian Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold each Agent, the Agents Canadian Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agents, the Canadian Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 3 contracts

Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter Agent, at such frequency as the Administrative Agent may reasonably request request, with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Lumber Liquidators Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become be due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Parent Borrower hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof10.08 (other than clause (e) thereof); and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative Agent’s or such other Lender’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction.

Appears in 3 contracts

Samples: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish Promptly after receipt thereof from the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunderBorrowers, the Administrative Agent shall be entitled remit to assume that no amounts are due to any each Lender on account of Other Liabilities unless and the Administrative Collateral Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower Borrowers hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”);) . Each Lender: (ci) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dii) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party Person performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (eiii) subject to the provisions of Section 9.16, if applicable, agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its Participants, or use any Report in accordance with the provisions of Section 10.07 hereof; andany other manner; (fiv) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersLoan Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; and (v) agrees to furnish the Administrative Agent, after the occurrence and during the continuance of a Cash Dominion Event, (and thereafter at such frequency as the Administrative Agent may reasonably request) with a summary of all amounts due or to become due to such Lender on account of Bank Products and Cash Management Services. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Bank Products and Cash Management Services unless the Administrative Agent has received written notice thereof from such Lender.

Appears in 3 contracts

Samples: Credit Agreement (Caleres Inc), Credit Agreement (Brown Shoe Co Inc), Credit Agreement (Brown Shoe Co Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities obligations arising out of Secured Hedge Agreements and Cash Management Obligations due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities such obligations unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 12.19 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender as a consequence of such Lender’s breach of Section 11.16(e) above.

Appears in 3 contracts

Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Rh), Credit Agreement (Rh), Credit Agreement (Restoration Hardware Holdings Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and will rely significantly upon the Loan Parties’ Borrower’s books and records, as well as on representations of the Loan Parties’ Borrower’s personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Duckwall Alco Stores Inc), Credit Agreement (Duckwall Alco Stores Inc), Credit Agreement (Duckwall Alco Stores Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter more frequently at such frequency as the Administrative Agent may reasonably request Lender’s discretion) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunderLender (and the Agreement Value, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderif appropriate); (b) with respect to each Issuing Bank, agrees to furnish the Administrative Agent with a report of each Letter of Credit then outstanding issued by such Issuing Bank, as described in SECTION 2.13(a), which report shall be in such form as may be requested by the Administrative Agent; (c) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 3 contracts

Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon Agent, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderor its Affiliates; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under SECTION 5.01(a) through and including SECTION 5.01(g), and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansRevolving Credit Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Michaels Stores Inc), Credit Agreement (Michaels Stores Inc)

Reports and Financial Statements. By signing this Agreement, each LenderLender and each L/C Issuer: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such LenderLender or such L/C Issuer, as applicable, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower Company hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof11.07 (other than clause (g) thereof); and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided, that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative Agent’s or such other Lender’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Asset Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

Reports and Financial Statements. By signing this Agreement, each LenderLender Party: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter (at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such LenderLender Party. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender Party on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such LenderLender Party, promptly after they become available, copies of all Borrowing Base Certificates, Term Loan Borrowing Base Certificates, financial statements required to be and other certificates, reports, documents and notices delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Advances that the indemnifying Lender Party has made or may make to the BorrowersBorrower, or the indemnifying LenderLender Party’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loansan Advance; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender Party preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender Party preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, Reports and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (American Apparel, Inc), Credit Agreement (Endeavor Acquisition Corp.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon Agent, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and Borrowing Base Certificates required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter Agent, at such frequency as the Administrative Agent may reasonably request request, with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Trans World Entertainment Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof12.07; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Loans that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Walker & Dunlop, Inc.), Credit Agreement (Walker & Dunlop, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.), Credit Agreement (Sears Hometown & Outlet Stores, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of (i) all financial statements required to be delivered by Holdings under SECTIONS 5.01(a) through and including 5.01(e), (ii) all Borrowing Base Certificates reqired to be delivered by the Lead Borrower hereunder under Sections 5.01(f) and (iii) all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Revolving Credit Loan or LoansRevolving Credit Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all information, reports, financial statements statements, and other materials required to be delivered by the Lead Borrower Borrowers hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy or completeness of the Reportsany information, reports, financial statements or other materials, and shall not be liable for any information contained in any such materials (including any Report); (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports and other materials confidential in accordance with the provisions of Section 10.07 11.07 hereof; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions the Term Loan that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loansportion of the Term Loan; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Second Lien Credit and Security Agreement (Katy Industries Inc), Second Lien Credit and Security Agreement (Katy Industries Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of (i) all financial statements required to be delivered by Holdings under SECTIONS 5.01(a) through and including 5.01(e), (ii) all Borrowing Base Certificates required to be delivered by the Lead Borrower hereunder and under Sections 5.01(f), (iii) all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”)) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of SECTION 5.01) and (iv) upon request, all monthly statement of accounts or inventory reporting submitted in support of the Borrowing Base Certificates; (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Revolving Credit Loan or LoansRevolving Credit Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon Agent, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Tops PT, LLC), Credit Agreement (Tuesday Morning Corp/De)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Chicos Fas Inc), Credit Agreement (Lovesac Co)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to promptly furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request Agents with a summary of all Other Domestic Liabilities or Other Canadian Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent and the Canadian Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has Agents have received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements statements, Borrowing Base Certificates, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”)) and the Administrative Agent and the Canadian Agent each hereby agrees to honor each such request; (c) expressly agrees and acknowledges that neither the Administrative Agent nor the Canadian Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon or the furnishing Canadian Agent, as applicable, after the occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent or the Canadian Agent may reasonably request request) with a summary of all Other Domestic Liabilities or Other Canadian Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent and the Canadian Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent or the Canadian Agent, as applicable, has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements statements, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents or the Canadian Agent (collectively, the “Reports”)) and the Administrative Agent and the Canadian Agent each hereby agrees to honor each such request; (c) expressly agrees and acknowledges that neither the Administrative Agent nor the Canadian Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, the Canadian Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 0 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agents, the Canadian Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agents, the Canadian Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agents, the Canadian Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[Reserved]; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions the Term Loans that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansTerm Loan; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Destination Maternity Corp), Term Loan Credit Agreement (Destination Maternity Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon or the furnishing Canadian Agent, as applicable, after the occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent or the Canadian Agent may reasonably request request) with a summary of all Other Domestic Liabilities or Other Canadian Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent and the Canadian Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent or the Canadian Agent, as applicable, has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements statements, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents or the Canadian Agent (collectively, the “Reports”)) and the Administrative Agent and the Canadian Agent each hereby agrees to honor each such request; (c) expressly agrees and acknowledges that neither the Administrative Agent nor the Canadian Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, the Canadian Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agents, the Canadian Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agents, the Canadian Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agents, the Canadian Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter at such frequency other times as may be permitted, or may be reasonably requested, by the Administrative Agent may reasonably request in its sole discretion) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, including amounts due and owing under Secured Hedge Agreements (including the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderSwap Termination Value under Secured Hedge Agreements); (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under Section 6.01(a) through and including Section 6.01(f), and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of Section 6.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, or use any Report in accordance any other manner, subject to the same exceptions provided with respect to the provisions of Information furnished by the Borrowers to the Lenders set forth in Section 10.07 hereof10.08, mutatis mutandis; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender each Agent preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansRevolving Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender each Agent preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costsAttorney Costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Performance Food Group Co), Credit Agreement (Performance Food Group Co)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon Agent, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderor its Affiliates; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under SECTION 5.01(a) through and including SECTION 5.01(g), and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansRevolving Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Michaels Companies, Inc.), Credit Agreement (Michaels Companies, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon (x) after the furnishing of any Bank Product or Cash Management Service incurrence thereof (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Secured Bank Products and Secured Cash Management Services due or to become due to such Lender or its Affiliates and (y) after the occurrence and during the continuance of a Cash Dominion Event (and thereafter at such frequency as the Agent may reasonably request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of any Secured Bank Products, Secured Cash Management Services, and Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Five Below, Inc), Credit Agreement (Five Below, Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[reserved]; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Loan that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Rh), Credit Agreement (Rh)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[reserved]; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Borrowing that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Term Loan or Term Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and reports required to be delivered by the Lead Borrower Loan Parties hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereofthis Agreement; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender or Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin any Letter of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansReimbursement Obligation; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender or Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Agent and any such other Lender or Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Letter of Credit and Reimbursement Agreement (Sears Holdings Corp), Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities Secured Cash Management Obligations due or to become be due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Parent Borrower hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof10.08 (other than clause (e) thereof); and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative Agent’s or such other Lender’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Credit Agreement (Avaya Inc), Credit Agreement (VPNet Technologies, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of during any Bank Product or Cash Management Service Trigger Period (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Barnes & Noble Inc), Credit Agreement (Barnes & Noble Inc)

Reports and Financial Statements. By signing this Agreement, each LenderLender and each L/C Issuer: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such LenderLender or such L/C Issuer, as applicable, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower Company hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof11.07 (other than clause (g) thereof); and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative Agent’s or such other Lender’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent or the Co-Collateral Agents, as applicable (collectively, the “Reports”) (and the Administrative Agent and the Canadian Agent, as applicable, agree to furnish such Reports promptly to the Lenders, which may be furnished in accordance with the final paragraph of SECTION 5.01); (c) expressly agrees and acknowledges that no Agent or the Administrative Canadian Agent (i) makes no any representation or warranty as to the accuracy of the Reports, and Reports or (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, the Canadian Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 SECTION 9.15 hereof, and not to use any Report in any other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold each Agent, the Agents Canadian Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold each Agent, the Agents Canadian Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agents, the Canadian Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 2 contracts

Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderrequest); (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties Obligors and will rely significantly upon the Loan PartiesObligors’ books and records, as well as on representations of the Loan PartiesObligors’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Committed Loan or Committed Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

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

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[intentionally omitted]; (b) is deemed to have requested that the Administrative Agent or the Collateral Agent (as applicable) furnish such Lender, and each such Agent agrees to furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates, financial statements required to be and other certificates, reports, documents and notices delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions the Loans that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying LenderXxxxxx’s participation in, or the indemnifying Lender’s purchase of, a Loan or the Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Asset Based Term Loan Agreement (Express, Inc.), Asset Based Term Loan Agreement (Express, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities Liabilities, if any, due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates, financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance collateral field examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”), and the Administrative Agent further agrees to deliver other information delivered pursuant to Section 6.02 upon the reasonable request of such Lender; (c) expressly agrees and acknowledges that the Administrative Agent makes Agents (i) make no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof11.07, or use any Report in any other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 2 contracts

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

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[reserved]; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and reports required to be delivered by the Lead Borrower Loan Parties hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”) (which the Agent agrees to so deliver); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereofthis Agreement; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inBorrower, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Sears Canada Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[reserved]; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such LenderXxxxxx, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Loans that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s Xxxxxx's participation in, or the indemnifying Lender’s Xxxxxx's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Kirkland's, Inc)

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Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of Section 5.01); (cb) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ed) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents each Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Term Loans that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying LenderXxxxxx’s participation in, or the indemnifying Lender’s purchase of, a Term Loan or LoansTerm Loans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents each Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Burlington Stores, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 9.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Wet Seal Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter more frequently [at such frequency as Lender’s discretion]as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such LenderLender (and the Agreement Value, if appropriate). In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Administrative Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) with respect to each Issuing Bank, agrees to furnish the Administrative Agent with a report of each Letter of Credit then outstanding issued by such Issuing Bank, as described in SECTION 2.13(a), which report shall be in such form as may be requested by the Administrative Agent; (c) The Credit Parties irrevocably authorize the Agents, at their option and in their discretion, is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Pier 1 Imports Inc/De)

Reports and Financial Statements. By signing this Agreement, each Lender: (ai) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions DB1/ 120677560.3 to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (bii) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder hereunder (iii) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (civ) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (dv) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (evi) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fvii) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Vince Holding Corp.)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter at such frequency other times as may be permitted, or may be reasonably requested, by the Administrative Agent may reasonably request in its sole discretion) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, including amounts due and owing under Secured Hedge Agreements (including the Swap Termination Value under Secured Hedge Agreements) (it being agreed that in the absence of an updated summary, the Administrative Agent shall be entitled to assume that no amounts are the amount due and payable to any the applicable Bank Product Provider, Hedge Bank, or Lender on account or Affiliate of Other Liabilities unless a Lender providing Cash Management Services, as applicable, is the amount last certified to the Administrative Agent has received written notice thereof from by such LenderPerson as being due and payable (less any distributions made to such Person on account thereof)); (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under Section 6.01(a) through and including Section 6.01(f), and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of Section 6.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, or use any Report in accordance any other manner, subject to the same exceptions provided with respect to the provisions of Information furnished by the Borrowers to the Lenders set forth in Section 10.07 hereof10.08, mutatis mutandis; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender each Agent preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying LenderXxxxxx’s purchase of, a Loan or LoansRevolving Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender each Agent preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costsAttorney Costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Reports and Financial Statements. (a) Promptly after receipt thereof from the Borrowers, the Agent shall remit to each Lender copies of all financial statements required to be delivered by the Borrowers hereunder, all commercial finance examinations and appraisals of the Collateral received by the Agent and all notices received by the Agent under Section 5.2 hereof, and a copy of any Borrowing Base Certificate so received (collectively, the “Reports”). (b) By signing this Agreement, each Lender: (ai) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities Bank Products (including, without limitation, all Hedging Agreements) and Cash Management Services due from a Borrower or Facility Guarantor or to become due to such LenderLender from time to time. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due from a Borrower or Facility Guarantor to any Lender on account of Other Liabilities any Bank Products or Cash Management Services unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cii) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (diii) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower Affiliated Group and will rely significantly upon the Loan PartiesBorrowers’ books and records, as well as on representations of the Loan PartiesBorrowers’ personnel; (eiv) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 9.17 hereof; and (fv) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Obligations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (GameStop Corp.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender[reserved]; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements statements, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”)) and the Administrative Agent hereby agrees to honor each such request; (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the financial statements or Reports, and shall not be liable for any information contained in any financial statement or Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof[reserved]; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement (Quiksilver Inc)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Senior Loan Secured Party): (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service at its written request, and thereafter at such frequency as the Administrative Agent may reasonably request in writing, with a summary of all Other Senior Loan Bank Product Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderor its Affiliates; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements (and other information) required to be delivered by the Lead Borrower hereunder and under Section 5.01, all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”), and the notices delivered by the Borrower under Section 5.02, and the Administrative Agent agrees to furnish the same promptly to the Lenders (which Reports may be furnished in accordance with the final paragraph of Section 5.01); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Rite Aid Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon Agent, on the furnishing first day of any Bank Product or Cash Management Service each month (and thereafter at such frequency other times as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the (107) Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Nacco Industries Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderReserved; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the financial statements or Reports, and shall not be liable for any information contained in any financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (ef) agrees to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or the Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Second Lien Term Loan Agreement (Sequential Brands Group, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon Agent, after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and Borrowing Base Certificates required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Tops Holding Ii Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof11.07; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Loan that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Term Loan and Security Agreement (BTHC VII Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon (x) after the furnishing of any Bank Product or Cash Management Service incurrence thereof (and thereafter at such frequency as the Administrative Agent may reasonably request request), with a summary of all Secured Bank Products and Secured Cash Management Services due or to become due to such Lender or its Affiliates and (y) after the occurrence and during the continuance of a Cash Dominion Event (and thereafter at such frequency as the Agent may reasonably request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of any Secured Bank Products, Secured Cash Management Services, and Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Five Below, Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and Borrowing Base Certificates required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying such Lender may take or conclusion the indemnifying such Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying such Lender has made or may make to the BorrowersBorrower, or the indemnifying such Lender’s participation in, or the indemnifying such Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying such Lender.

Appears in 1 contract

Samples: Credit Agreement (Nash Finch Co)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to promptly furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request Agents with a summary of all Other Domestic Liabilities or Other Canadian Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent and the Canadian Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has Agents have received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements statements, Borrowing Base Certificates, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”)) and the Administrative Agent and the Canadian Agent each hereby agrees to honor each such request; (c) expressly agrees and acknowledges that neither the Administrative Agent nor the Canadian Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties'’ books and records, as well as on representations of the Loan Parties'’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender'’s participation in, or the indemnifying Lender'’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Sally Beauty Holdings, Inc.)

Reports and Financial Statements. By signing this AgreementAgreement or pursuant to Section 9.11, as applicable, each LenderSecured Party: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities ABL Secured Hedge Agreements and ABL Secured Treasury Services Agreements due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Borrower Reports”) (and the Administrative Agent agrees to furnish such Borrower Reports promptly to the Lenders, which may be furnished in accordance with Section 10.02(a)(B)); (c) expressly agrees and acknowledges that the Administrative Agent makes no (i) does not make any representation or warranty as to the accuracy of the Reports, Borrower Reports and (ii) shall not be liable for any information contained in any Borrower Report; (d) expressly agrees and acknowledges that the Borrower Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Borrower Reports confidential in accordance with the provisions of Section 10.07 10.08 hereof, and not to use any Borrower Report in any other manner; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Borrower Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Borrower Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Borrower Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Borrower Report as the direct or indirect result of any third parties who might obtain all or part of any Borrower Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 1 contract

Samples: Abl Credit Agreement (Prestige Brands Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and, if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates, financial statements and other Borrower Materials required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy or completeness of the Reportsany Borrower Materials, and shall not be liable for any information contained in any Borrower Materials (including any Report); (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports and other Borrower Materials confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report and other Borrower Materials in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Cache Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: : (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; [reserved]; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Administrative Borrower hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); ; (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; ; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; ; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof10.08 (other than clause (e) thereof); and and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or LoansLoans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.; provided that no Lender shall be liable for the payment to the Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the extent resulting from the Administrative

Appears in 1 contract

Samples: Credit Agreement (Avaya Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b1) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder (including those described in Sections 5.01(a) through (d) hereof) and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c2) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d3) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e4) agrees to keep all Reports and other Information confidential in accordance with the provisions of Section 10.07 hereof9.12; and (f5) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Borrowings that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Eastman Kodak Co)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to promptly furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request Agents with a summary of all Other Domestic Liabilities or Other Canadian Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent and the Canadian Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has Agents have received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent or the Canadian Agent, as applicable, furnish such Lender, promptly after they become available, copies of all financial statements statements, Borrowing Base Certificates, notices or other written communications required to be delivered by the Lead Borrower any Loan Party hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”)) and the Administrative Agent and the Canadian Agent each hereby agrees to honor each such request; (c) expressly agrees and acknowledges that neither the Administrative Agent nor the Canadian Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agents, or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Sally Beauty Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements and reports required to be delivered by the Lead Borrower Loan Parties hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’’ books and records, as well as on representations of the Loan Parties’’ personnel; (ed) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereofthis Agreement; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender or Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions credit extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin any Letter of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansReimbursement Obligation; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender or Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Agents Agent and any such other Lender or Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Letter of Credit and Reimbursement Agreement (Sears Holdings Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request each month with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent, the Term Loan Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan of Loans or LoansLetters of Credit; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent, the Term Loan Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent, the Term Loan Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Alco Stores Inc)

Reports and Financial Statements. By signing this Agreement, each Lender:Lender (and with respect to clause (a), each Secured Party): (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter at such frequency other times as may be permitted, or may be reasonably requested, by the Administrative Agent may reasonably request in its sole discretion) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, including amounts due and owing under Secured Hedge Agreements (including the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderSwap Termination Value under Secured Hedge Agreements); (b) is deemed to have requested that the Administrative Agent Agents furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder under Section 6.01(a) through and including Section 6.01(f), and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”) (and the Agents agree to furnish such Reports promptly to the Lenders, which Reports may be furnished in accordance with the final paragraph of Section 6.01); (c) expressly agrees and acknowledges that the Administrative no Agent makes no any representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, or use any Report in accordance any other manner, subject to the same exceptions provided with respect to the provisions of Information furnished by the Borrowers to the Lenders set forth in Section 10.07 hereof10.08, mutatis mutandis; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender each Agent preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation inin Swingline Loans and Letters of Credit, or the indemnifying Lender’s purchase of, a Loan or LoansRevolving Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender each Agent preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costsAttorney Costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying LenderLender in violation of the terms hereof.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Reports and Financial Statements. By signing this Agreement, each LenderLender Party: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter (at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such LenderLender Party. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender Party on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such LenderLender Party, promptly after they become available, copies of all Borrowing Base Certificates, Term Borrowing Base Certificates, financial statements required to be and other certificates, reports, documents and notices delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions Advances that the indemnifying Lender Party has made or may make to the BorrowersBorrower, or the indemnifying LenderLender Party’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loansan Advance; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender Party preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender Party preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Asset Based Loan Credit Agreement (Express, Inc.)

Reports and Financial Statements. (a) Promptly after receipt thereof from the Borrower, the Administrative Agent shall remit to each Lender and the Collateral Agent copies of all financial statements required to be delivered by the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent and all notices received by the Administrative Agent under Section 5.02 hereof, and a copy of any Borrowing Base Certificate so received (collectively, the “Reports”). The Reports required to be delivered pursuant to this paragraph shall be deemed to have been delivered on the date on which the Administrative Agent provides notice to the Lenders and the Collateral Agent that such information has been posted on the Internet and is accessible by the Lenders and the Collateral Agent without charge. (b) By signing this Agreement, each Lender: (ai) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities Bank Products (including, without limitation, all Hedging Agreements) and Cash Management Services due from a Loan Party or to become due to such LenderLender from time to time. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due from a Loan Party to any Lender on account of Other Liabilities any Bank Products or Cash Management Services unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cii) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (diii) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ Borrower’s books and records, as well as on representations of the Loan Parties’ Borrower’s personnel; (eiv) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 9.14 hereof; and (fv) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Stage Stores Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) upon entering into any arrangement with a Loan Party with respect to any Other Liability, agrees to furnish the Administrative Agent promptly upon notice of the furnishing same, and at any time that Availability is less than 17.5% of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Loan Cap agrees to furnish the Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Abercrombie & Fitch Co /De/)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Foot Locker, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon on the furnishing first day of any Bank Product each month (or Cash Management Service and thereafter more frequently at such frequency as the Administrative Agent may reasonably request Lender’s discretion) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunderLender (and the Agreement Value, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lenderif appropriate); (b) with respect to each Issuing Bank, agrees to furnish the Administrative Agent with a report of each Letter of Credit then outstanding issued by such Issuing Bank, as described in SECTION 2.13(a), which report shall be in such form as may be requested by the Administrative Agent; (c) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (ef) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or LoansLoans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Pier 1 Imports Inc/De)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the financial statements or Reports, and shall not be liable for any information contained in any financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (ef) agrees to keep all financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Revolving Credit Extensions or any Loans that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or the Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: First Lien Credit Agreement (Sequential Brands Group, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Parent Borrower hereunder and all Borrowing Base Certificatesfield examinations, commercial finance examinations audits and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cb) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (dc) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Credit Parties and will rely significantly upon the Loan Credit Parties’ books and records, as well as on representations of the Loan Credit Parties’ personnel; (ed) agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in accordance with the provisions of Section 10.07 hereofany other manner; and (fe) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit Extensions that the indemnifying Lender has made or may make to the BorrowersParent Borrower, or the indemnifying LenderXxxxxx’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or LoansLoans of the Parent Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (HCA Healthcare, Inc.)

Reports and Financial Statements. (a) Promptly after receipt thereof from the Borrower, the Administrative Agent shall remit to each Lender and the Collateral Agent copies of all financial statements required to be delivered by the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent and all notices received by the Administrative Agent under Section 5.02 hereof, and a copy of any Borrowing Base Certificate so received (collectively, the “Reports”). (b) By signing this Agreement, each Lender: (ai) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities Bank Products (including, without limitation, all Hedging Agreements) and Cash Management Services due from a Loan Party or to become due to such LenderLender from time to time. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due from a Loan Party to any Lender on account of Other Liabilities any Bank Products or Cash Management Services unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (cii) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (diii) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ Borrower’s books and records, as well as on representations of the Loan Parties’ Borrower’s personnel; (eiv) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 9.14 hereof; and (fv) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Stage Stores Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at Agent, with such frequency as the Administrative Agent may reasonably request request, with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such LenderXxxxxx, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s Xxxxxx's participation in, or the indemnifying Lender’s Xxxxxx's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Kirkland's, Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderXxxxxx; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying LenderXxxxxx’s participation in, or the indemnifying LenderXxxxxx’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at Agent, with such frequency as the Administrative Agent may reasonably request request, with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such LenderLxxxxx, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s Lxxxxx's participation in, or the indemnifying Lender’s Lxxxxx's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Kirkland's, Inc)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or a Cash Management Service Dominion Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such LenderLender upon Agent’s request. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender and if such notice is received, the Agent shall be entitled to assume that the only amounts due to such Lender on account of Other Liabilities is the amount set forth in such notice; (b) is deemed to have requested that the Administrative Agent furnish furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Lead Borrower hereunder Borrowers hereunder; (c) is deemed to have requested that the Agent furnish, and the Agent agrees to furnish, such Lender, promptly after they become available, copies of all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents Agent (collectively, the “Reports”); (cd) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Borrowing Base Certificates, financial statements or Reports, and shall not be liable for any information contained in any Borrowing Base Certificate, financial statement or Report; (de) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties' books and records, as well as on representations of the Loan Parties' personnel; (ef) agrees to keep all Borrowing Base Certificates, financial statements and Reports confidential in accordance with the provisions of Section 10.07 hereof; and (fg) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Agent and any such other Lender Person preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s 's participation in, or the indemnifying Lender’s 's purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Agent and any such other Lender Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Agent and any such other Lender Person preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Lands' End, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report;; 5048719.15048719.6 162 (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Destination Maternity Corp)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon as soon as possible after the furnishing end of each month but in any Bank Product event within five (5) days after the end of such month (or Cash Management Service and thereafter at such frequency more frequently as the Administrative Agent may reasonably request if a Default or an Event of Default shall exist or have occurred and be continuing) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such LenderLender within five (5) days after (i) the end of the month most recently ended prior to any such distribution or (ii) the date on which such summary is otherwise reasonably requested by Administrative Agent as provided above); (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance field examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender; provided, that, no Lender shall be liable for any portion of such claims, actions, proceedings, damages, costs, expenses or other amounts (including attorney costs) resulting from such Agent’s or such other Lender’s gross negligence or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Appears in 1 contract

Samples: Credit Agreement (Perfumania Holdings, Inc.)

Reports and Financial Statements. By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon after the furnishing occurrence and during the continuance of any Bank Product or Cash Management Service a Triggering Event (and thereafter at such frequency as the Administrative Agent may reasonably request request) with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the BorrowersBorrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

Appears in 1 contract

Samples: Credit Agreement (Foot Locker Inc)

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