Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent: (a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties (each, a “Report” and, collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports, (b) expressly agrees and acknowledges that no Agent does (i) make any representation or warranty as to the accuracy of any Report and (ii) shall not be liable for any information contained in any Report, (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or 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 such Person’s personnel, (d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any Borrower, and (ii) to pay and protect, and indemnify, defend, and hold Administrative Agent, and any such other Lender or Agent preparing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunder, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders), and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 6 contracts
Samples: Credit Agreement (B. Riley Financial, Inc.), Abl Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Franchise Group, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Parent or its Subsidiaries (each, a “Report” and, collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding Parent, the Loan Parties Lead Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesParent’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any Borrower, and (ii) to pay and protect, and indemnify, defend, and hold Administrative Agent, and any such other Lender or Agent preparing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Agent, and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Tax, Inc.), Credit Agreement (Liberty Tax, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or AgentXxxxxx’s participation in, or the indemnifying Lender’s or AgentXxxxxx’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Administrative Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other AgentXxxxxx’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Samples: Financing Agreement (Apellis Pharmaceuticals, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Collateral Agent furnish such LenderLender or Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Collateral Agent, and Administrative Collateral Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Collateral Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Collateral Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, andand *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Collateral Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Collateral Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorneys fees and costs) incurred by Administrative Collateral Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Collateral Agent in writing that Administrative Collateral Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative Collateral Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Collateral Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Collateral Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Collateral Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Collateral Agent, whereupon Administrative Collateral Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent Company or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent Company or Lead Borrower Company or such Subsidiary, Administrative Collateral Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Agent, and (z) any time that Administrative Collateral Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Collateral Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.1710.19, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or AgentXxxxxx’s participation in, or the indemnifying Lender’s or AgentXxxxxx’s purchase of, a loan or loans of any BorrowerXxxxxxxx, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costscosts pursuant to Sections 10.2 or 10.3) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Administrative Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Collateral Agent furnish such LenderLender or Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Collateral Agent, and Administrative Collateral Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Collateral Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Collateral Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Collateral Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Collateral Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorneys fees and costs) incurred by Administrative Collateral Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Collateral Agent in writing that Administrative Collateral Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative Collateral Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Collateral Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Collateral Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent - 108 - *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Collateral Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Collateral Agent, whereupon Administrative Collateral Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent Company or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent Company or Lead Borrower Company or such Subsidiary, Administrative Collateral Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Agent, and (z) any time that Administrative Collateral Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Collateral Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentPurchaser:
(a) is deemed to have requested that Administrative Agent furnish such LenderPurchaser, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties any Exela Party (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and the Administrative Agent shall so furnish each Lender and Agent Purchaser with such Reports,;
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Exela Parties and will rely significantly upon the Loan Parties’ Exela Parties books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries the Exela Parties and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17this Agreement, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent Purchaser preparing a Report harmless from any action the indemnifying Lender or Agent Purchaser may take or fail to take or any conclusion the indemnifying Lender or Agent Purchaser may reach or draw from any Report in connection with any loans investments or other credit accommodations that the indemnifying Lender or Agent Purchaser has made or may make to any BorrowerSeller, or the indemnifying Lender’s or AgentPurchaser’s participation in, or the indemnifying Lender’s or AgentPurchaser’s purchase of, a loan an investment or loans investments of any Borrowerthe Seller, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent Purchaser preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorneys fees and costs) incurred by Administrative Agent and any such other Lender or Agent Purchaser 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 or AgentPurchaser. In addition to the foregoing: (x) any Lender or other Agent Purchaser may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent Purchaser a copy of any report or document provided by Global Parent or its Subsidiaries any Exela Party to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary any Exela Party to such Lender or other AgentPurchaser, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderPurchaser, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Transaction Documents, to request additional reports or information from Global Parent the Exela Parties or its Subsidiaries, any Lender or other Agent Purchaser may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other AgentPurchaser’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower any Exela Party the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), Purchaser and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiaryany Exela Party, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Purchaser, and (z) any time that Administrative Agent renders to Lead Borrower the Seller a statement regarding the Loan AccountInvestments, the Administrative Agent shall send a copy of such statement to each LenderPurchaser.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Exela Technologies, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’ and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or AgentLxxxxx’s participation in, or the indemnifying Lender’s or AgentLxxxxx’s purchase of, a loan or loans of any a Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Administrative Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent the Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other AgentLxxxxx’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentCredit Party:
(a) is deemed to have requested that Administrative Agent furnish such LenderCredit Party, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties any Exela Party (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender Credit Party and Administrative Agent with such Reports,;
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Exela Parties and will rely significantly upon the Loan Parties’ Exela Parties books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries the Exela Parties and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17this Agreement, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent Credit Party preparing a Report harmless from any action the indemnifying Lender or Agent Credit Party may take or fail to take or any conclusion the indemnifying Lender or Agent Credit Party may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent Credit Party has made or may make to any Borrower, or the indemnifying Lender’s or AgentCredit Party’s participation in, or the indemnifying Lender’s or AgentCredit Party’s purchase of, a loan or loans of any the Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent Credit Party preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorneys fees and costs) incurred by Administrative Agent and any such other Lender or Agent Credit 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 or AgentCredit Party. In addition to the foregoing: (x) any Lender or other Agent Credit Party may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent Credit Party a copy of any report or document provided by Global Parent or its Subsidiaries any Exela Party to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary any Exela Party to such Lender or other AgentCredit Party, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderCredit Party, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Transaction Documents, to request additional reports or information from Global Parent the Exela Parties or its Subsidiaries, any Lender or other Agent Credit Party may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other AgentCredit Party’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower any Exela Party the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), Credit Party and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiaryany Exela Party, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Credit Party, and (z) any time that Administrative Agent renders to Lead the Borrower a statement regarding the Loan AccountLoans, the Administrative Agent shall send a copy of such statement to each LenderCredit Party.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentNoteholder:
(a) is deemed to have requested that the Administrative Agent furnish such LenderNoteholder, promptly after it becomes availableis received by the Administrative Agent from any Issuer, a copy of each field audit audit, examination or examination report with respect to the Loan Parties Issuer or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by the Issuer or its Subsidiaries at the request of Administrative Agent, and the Administrative Agent shall so furnish each Lender and Agent Noteholder with such Reports,;
(b) expressly agrees and acknowledges that no the Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other any party performing any audit or examination will inspect only specific information regarding the Loan Parties Issuer and its Subsidiaries and will rely significantly upon the Loan PartiesIssuer and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Issuer and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, 12.8; and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any other Lender or Agent Noteholder preparing a Report harmless from any action the indemnifying Lender or Agent Noteholder may take or fail to take or any conclusion the indemnifying Lender or Agent Noteholder may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent Noteholder has made or may make to any Borrowerthe Issuer, or the indemnifying Lender’s or AgentNoteholder’s participation in, or the indemnifying Lender’s or AgentNoteholder’s purchase of, a loan or loans or notes of any Borrowerthe Issuer, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent Noteholder preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent Noteholder 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunder, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders), and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each LenderNoteholder.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,;
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and their Subsidiaries’ books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, ; and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any the Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying LenderXxxxxx’s or Agent’s purchase of, a loan or loans of any the Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold the Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by the Administrative Agent and any such other Lender or Agent 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 or Agent. .
(f) In addition to the foregoing: (x) any Lender or other Agent may from time to time request of the Administrative Agent in writing that the Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Borrower or its Subsidiaries to the Administrative Agent that has not been contemporaneously provided by Global Parent the Borrower or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, the Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunder, and (y) to the extent that the Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request the Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to the Administrative Agent, whereupon the Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead the Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent.
(g) In addition to the foregoing: (i) in acting as agent for the Lenders and the Bank Product Providers, each Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments; (ii) if information is received by another division or department of an Agent, it may be treated as confidential to Required Lenders), that division or department and that Agent shall not be deemed to have notice of it; and (ziii) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative no Agent shall send be obliged to disclose to any Lender or Bank Product Provider any information supplied to it by the Borrower or any Affiliates of the Borrower on a copy confidential basis and for the purpose of such statement evaluating whether any waiver or amendment is or may be required or desirable in relation to each Lenderany Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Keypath Education International, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly [*] after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.1710.19, andand [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or AgentXxxxxx’s participation in, or the indemnifying Lender’s or AgentXxxxxx’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Administrative Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly [*] shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the [*] shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly [*] shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Samples: Financing Agreement (Fibrogen Inc)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Parent or its Subsidiaries (each, a “Report” and, collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Parent, Borrower, and Borrower’s Subsidiaries and will rely significantly upon the Loan PartiesParent’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing providing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any Borrower, and (ii) to pay and protect, and indemnify, defend, and hold Administrative Agent, and any such other Lender or Agent preparing providing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent preparing providing 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, and (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders), and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each LenderAgent.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative the Agent or Service Agent furnish such LenderLender or the Agent or Service Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent or Service Agent, and Administrative such Agent or Service Agent shall so furnish each Lender Lender, Service Agent and Agent with such Reports,
(b) expressly agrees and acknowledges that no Agent does (i) make makes any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or Service Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative the applicable Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerBorrowers, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerBorrowers, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative the applicable Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorney’s fees and costs) incurred by Administrative the applicable Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender Lender, Service Agent or other Agent may from time to time request of Administrative Agent or Service Agent in writing that Administrative Agent or Service Agent provide to such Lender Lender, Agent or other Service Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative Agent or Service Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender Lender, Agent or other Service Agent, and, upon receipt of such request, Administrative such Agent or Service Agent promptly shall provide a copy of same to such Lender Lender, Agent or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderService Agent, (y) to the extent that Administrative such Agent or Service Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Company or its Subsidiaries, any Lender Lender, Agent or other Service Agent may, from time to time, reasonably request Administrative such Agent or Service Agent to exercise such right as specified in such Lender’s or other Agent’s or Service Agent ‘s notice to Administrative such Agent or Service Agent, whereupon Administrative such Agent may (and upon the or Service Agent promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender Lender, Agent or other Agent (or by Required Lenders)Service Agent, and, upon receipt thereof from Global Parent Company or Lead Borrower Company or such Subsidiary, Administrative such Agent or Service Agent promptly shall provide a copy of same to such Lender Lender, Agent or other Agent (or to Required Lenders)Service Agent, and (z) any time that Administrative Service Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Service Agent shall send a copy of such statement to each Lenderthe Agent.
Appears in 1 contract
Samples: Financing Agreement (Metalico Inc)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’ and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.179.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorney’s fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Agent, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.. Jurisdiction of Organization Delaware Foreign Qualifications California Colorado Illinois Massachusetts New Jersey United Kingdom Switzerland
Appears in 1 contract
Samples: Financing Agreement (Model N, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative the applicable Agent furnish such LenderLender or the other Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “"Report” and, " and collectively, the “"Reports”") prepared by or at the request of Administrative an Agent, and Administrative such Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Agent does (i) make makes any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative any Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan Parties’ Company's and its Subsidiaries' books and records, as well as on representations of such Person’s 's personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative the applicable Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s 's or Agent’s 's participation in, or the indemnifying Lender’s 's or Agent’s 's purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative the applicable Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ ' fees and costs) incurred by Administrative the applicable Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (xw) any Lender or other Agent may from time to time request of Administrative an Agent in writing that Administrative such Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative such Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Lender, (x) to the extent that such Lender or other Agent is entitled to such report or document hereunder, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative such Agent to exercise such right as specified in such Lender’s 's or other Agent’s 's notice to Administrative such Agent, whereupon Administrative such Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Agent, (or to Required Lenders), and (zy) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender, and (z) each Agent shall distribute to each Lender copies of all material notices and agreements received by such Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for any Agent's inadvertent failure to distribute any such notices or agreements to the Lenders.
Appears in 1 contract
Samples: Financing Agreement (Global Geophysical Services Inc)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or AgentXxxxxx’s participation in, or the indemnifying Lender’s or AgentXxxxxx’s purchase of, a loan or loans of any a Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Administrative Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent the Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other AgentXxxxxx’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.. |
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Holdings or its Subsidiaries (each, a “Report” and, collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding Holdings, the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesHoldings’ and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Holdings and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any Borrower, and (ii) to pay and protect, and indemnify, defend, and hold Administrative Agent, and any such other Lender or Agent preparing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Holdings or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Holdings or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Holdings or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the request of the Required Lenders promptly shall) request of Global Parent Holdings or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), and, upon receipt thereof from Global Parent Holdings or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders), and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’ and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) expressly agrees and acknowledges that the Reports and all other information provided by or on behalf of Company and its Subsidiaries pursuant to this Agreement, including with respect to the ATHENA Trial and the Product, may contain material non-public information,
(e) agrees to keep all Reports and other material, non-public information regarding Global Parent Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(ef) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Company or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Company or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties any Exela Party (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and the Administrative Agent shall so furnish each Lender and Agent with such Reports,;
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Exela Parties and will rely significantly upon the Loan Parties’ Exela Parties books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent and its Subsidiaries the Exela Parties and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17this Agreement, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any the Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ including, attorneys fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or AgentLender. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent or its Subsidiaries any Exela Party to Administrative Agent that has not been contemporaneously provided by Global Parent or such Subsidiary any Exela Party to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Transaction Documents, to request additional reports or information from Global Parent the Exela Parties or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower any Exela Party the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders), and, upon receipt thereof from Global Parent or Lead Borrower or such Subsidiaryany Exela Party, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead the Borrower a statement regarding the Loan AccountLoans, the Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Exela Technologies, Inc.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, each a “"Report” and, " and collectively, the “"Reports”") prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan Parties’ Borrower' and its Subsidiaries' books and records, as well as on representations of such Person’s 's personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerCompany, or the indemnifying Lender’s or Agent’s 's participation in, or the indemnifying Lender’s or Agent’s 's purchase of, a loan or loans of any BorrowerCompany, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ ' fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s 's notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other Agent:
(a) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Borrower or its Subsidiaries (each, a “Report” and, collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan PartiesBorrower’ and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any Borrower, and (ii) to pay and protect, and indemnify, defend, and hold Administrative Agent, and any such other Lender or Agent preparing a Report, harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent Borrower or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent Borrower or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such LenderXxxxxx’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent Borrower or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent Borrower or Lead Borrower or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Agent, and (z) any time that Administrative Agent renders to Lead Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Great Lakes Dredge & Dock CORP)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative the applicable Agent furnish such LenderLender or the other Agent, promptly after it becomes available, a copy of each notice, field audit or examination report with respect to any of the Loan Parties Companies (each, each a “Report” and, and collectively, the “Reports”) ), if any, prepared by or at the request of Administrative Agentan Agent in accordance with the Loan Documents, and Administrative such Agent shall so furnish each Lender and Agent with such Reports,Report;
(b) expressly agrees and acknowledges that no Agent does (i) make makes any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,;
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative any Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Borrower and its Subsidiaries and will rely significantly upon the Loan Parties’ Borrower’s and its Subsidiaries' books and records, as well as on representations of such Person’s personnel,;
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, 10.12; and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative the applicable Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any the Borrower, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any the Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative the applicable Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative the applicable Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (xw) any Lender or other Agent may from time to time request of Administrative an Agent in writing that Administrative such Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Borrower or its Subsidiaries to Administrative such Agent that has not been contemporaneously provided by Global Parent the Borrower or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Lender, (x) to the extent that such Lender or other Agent is entitled to such report or document hereunder, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Borrower or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative such Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative such Agent, whereupon Administrative such Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead the Borrower or such Subsidiary, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Agent, (or to Required Lenders), and (zy) any time that Administrative Agent renders to Lead the Borrower a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender, and (z) each Agent shall distribute to each Lender copies of all material notices and agreements received by such Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for any Agent’s inadvertent failure to distribute any such notices or agreements to the Lenders.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Global Geophysical Services Inc)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative Agent furnish such LenderLender or Administrative Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “Report” and, and collectively, the “Reports”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender and Agent with such Reports,
(b) expressly agrees and acknowledges that no Administrative Agent does not (i) make any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan PartiesCompany’s and its Subsidiaries’ books and records, as well as on representations of such Person’s personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any BorrowerBorrowers, or the indemnifying Lender’s or Agent’s participation in, or the indemnifying Lender’s or Agent’s purchase of, a loan or loans of any a Borrower, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender or Agent agent 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 or Agent. In addition to the foregoing: (x) any Lender or other Agent may from time to time request of Administrative Agent in writing that Administrative Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Company or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by Global Parent the Company or such Subsidiary to such Lender or other AgentLender, and, upon receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent to the extent that such Lender or other Agent is entitled to such report or document hereunderLender, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s or other Agent’s notice to Administrative Agent, whereupon Administrative Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Lender, and, upon receipt thereof from Global Parent or Lead Borrower Company or such Subsidiary, Administrative Agent promptly shall provide a copy of same to such Lender or other Agent (or to Required Lenders)Lender, and (z) any time that Administrative Agent renders to Lead Borrower Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender.
Appears in 1 contract
Samples: Financing Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Reports and Other Information; Confidentiality; Disclaimers. By becoming a party to this Agreement, each Lender and other AgentLender:
(a) is deemed to have requested that Administrative the applicable Agent furnish such LenderLender or the other Agent, promptly after it becomes available, a copy of each field audit or examination report with respect to the Loan Parties Company or its Subsidiaries (each, each a “"Report” and, " and collectively, the “"Reports”") prepared by or at the request of Administrative Agentan Agent in accordance with the Loan Documents, and Administrative such Agent shall so furnish each Lender and Agent with such ReportsReport,
(b) expressly agrees and acknowledges that no Agent does (i) make makes any representation or warranty as to the accuracy of any Report Report, and (ii) shall not be liable for any information contained in any Report,
(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, and that Administrative any Agent or other party performing any audit or examination will inspect only specific information regarding the Loan Parties Company and its Subsidiaries and will rely significantly upon the Loan Parties’ Company's and its Subsidiaries' books and records, as well as on representations of such Person’s 's personnel,
(d) agrees to keep all Reports and other material, non-public information regarding Global Parent the Company and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.1711.17, and
(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Administrative the applicable Agent and any other Lender or Agent preparing a Report harmless from any action the indemnifying Lender or Agent may take or fail to take or any conclusion the indemnifying Lender or Agent may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender or Agent has made or may make to any Borrowerthe Company, or the indemnifying Lender’s 's or Agent’s 's participation in, or the indemnifying Lender’s 's or Agent’s 's purchase of, a loan or loans of any Borrowerthe Company, and (ii) to pay and protect, and indemnify, defend, defend and hold Administrative the applicable Agent, and any such other Lender or Agent preparing a Report, Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including including, attorneys’ ' fees and costs) incurred by Administrative the applicable Agent and any such other Lender or Agent 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 or Agent. In addition to the foregoing: (xw) any Lender or other Agent may from time to time request of Administrative an Agent in writing that Administrative such Agent provide to such Lender or other Agent a copy of any report or document provided by Global Parent the Company or its Subsidiaries to Administrative such Agent that has not been contemporaneously provided by Global Parent the Company or such Subsidiary to such Lender or other Agent, and, upon receipt of such request, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Lender, (x) to the extent that such Lender or other Agent is entitled to such report or document hereunder, (y) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Global Parent the Company or its Subsidiaries, any Lender or other Agent may, from time to time, reasonably request Administrative such Agent to exercise such right as specified in such Lender’s 's or other Agent’s 's notice to Administrative such Agent, whereupon Administrative such Agent may (and upon the promptly shall request of the Required Lenders promptly shall) request of Global Parent or Lead Borrower Company the additional reports or information reasonably specified by such Lender or other Agent (or by Required Lenders)Agent, and, upon receipt thereof from Global Parent or Lead Borrower the Company or such Subsidiary, Administrative such Agent promptly shall provide a copy of same to such Lender or other Agent Agent, (or to Required Lenders), and (zy) any time that Administrative Agent renders to Lead Borrower the Company a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender, and (z) each Agent shall distribute to each Lender copies of all material notices and agreements received by such Agent and not required to be delivered to each Lender pursuant to the terms of this Agreement, provided that the Agents shall not have any liability to the Lenders for any Agent's inadvertent failure to distribute any such notices or agreements to the Lenders.
Appears in 1 contract
Samples: Financing Agreement (Global Geophysical Services Inc)