Website Communications Clause Samples
Website Communications. (a) The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any default or event of default under this Agreement, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder, or (v) involves the delivery of securities, instruments or other similar documents requiring signatures or endorsement (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent.
(b) The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, Fixed Income Direct or a substantially similar electronic transmission systems (the “Platform”). The Borrower acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FR...
Website Communications. (a) This Clause 29.2 shall apply to:
(i) the financial statements, annual reports and semi-annual reports required to be provided under or in connection with the Financing Documents;
(ii) any communication (other than one which is intended to form part of a contract) between the Borrower and an Agent or between an Agent and the Finance Parties (or any of them) in connection with any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by the Borrower and relating to a Financing Document or a document referred to in any Financing Document; and
(iii) any other communication between the Borrower and an Agent or between an Agent and the Finance Parties (or any of them), of a type to which the Facility Agent specifies, in a notice delivered to the Borrower and the Lenders by letter or facsimile, that this Clause 29.2 shall apply. The Facility Agent will not, without the consent of all Lenders and the Borrower, specify that this Clause 29.2 shall apply to:
(A) the delivery of Utilisation Requests, a Conversion Request or a selection notice delivered pursuant to Clause 10(a)(Interest Periods); or
(B) the notification by an Agent of a Lender’s participation in an Advance.
(b) Any communication to which this Clause 29.2 applies shall be validly given if:
(i) the sender places the communication on a website operated by a website operator which is (at the time the communication is sent) approved by the Facility Agent for this purpose, in accordance with the procedures and requirements of that website operator;
(ii) the sender takes such steps as are necessary so that each recipient is sent, by letter or fax in accordance with this Agreement or by electronic mail in accordance with paragraph (d) below, a notice (the “Notification”) of the fact that a communication has been placed on the website for their attention and giving instructions for gaining access to that communication; and
(iii) in the case of the documents referred to at paragraph (a)(i) above, and in the case of any communication referred to at paragraph (a)(ii) placed by the Borrower, the communication is placed on the website in PDF format or any other format acceptable to the Facility Agent, provided that in the case of documents referred to at paragraph (a)(i) above and any communication between the Borrower and an Agent, such communication is also delivered to the Borrower or, as the case may be, the relevant Agent by letter or fax in accordance with ...
Website Communications. (a) The Company hereby agrees that it will provide to the Administrative Agent the Compliance Certificates that it is obligated to furnish to the Administrative Agent pursuant hereto by transmitting the Compliance Certificates in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.
(b) Each of the Borrowers and the Company further agrees that the Administrative Agent may make the Compliance Certificates available to the Banks by posting the Compliance Certificates on Intralinks or a substantially similar electronic transmission systems (the "PLATFORM").
(c) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPLIANCE CERTIFICATES, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMPLIANCE CERTIFICATES. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMPLIANCE CERTIFICATES OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, "AGENT PARTIES") HAVE ANY LIABILITY TO THE COMPANY, ANY BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER'S, THE COMPANY'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMPLIANCE CERTIFICATES THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(d) The Administrative Agent agrees that the receipt of the Compliance Certificates by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Compliance Certificates to the Administrative Agent for purposes of the Loan Documents. Each Bank agrees that notice to it (as provided in the next sentence) specifying that the Compliance Certificates have been posted to the Platform sh...
Website Communications. All information you provide through the Website, including your legal name, residential address, e-mail address, and information relating to On-line Banking Services, Online Applications and Online Requests, must be true, accurate, current and complete. PBC will rely on the information you provide. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, PBC or any other person may incur as a result of your submission of any false, incorrect or incomplete information. You authorize PBC to: (a) accept communications PBC receives from you by means of the Website as if those communications had been given directly by you in writing and signed by you; (b) disclose your communications to our service providers employees and representatives in accordance with our Privacy Policy by means of the Website, e-mail or other communications; and (c) respond to your communications by means of Internet communications, e-mail or other communications. Communications you send to PBC by means of the Website and e-mail are not effective unless and until they are processed by the responsible PBC representative. PBC may refuse to process any communications sent to PBC by means of the Website or e-mail, or may reverse the processing of any communications sent to PBC by means of the Website or e-mail, at any time in PBC’s discretion, and without any notice or liability to you or any other person, including without limitation if: (a) PBC cannot process the communications; (b) the communications violate any provision of this Agreement or any other agreement that you or any other person may have with PBC; (c) PBC considers that the communications may conflict with any other instructions or agreements with you or any person you represent; or (d) there is an operational failure or malfunction in connection with the transmission of the communications. A copy of any electronic communication will be admissible in any legal, administrative or other proceedings in the same manner as an original document in writing. You agree to waive any right to object to the introduction of any copy of electronic communications in evidence.
Website Communications. (a) Each Loan Party hereby each agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder, or (v) involves the delivery of securities, instruments or other similar documents requiring signatures or endorsement (all such non-excluded communications being referred to herein collectively as "Communications"), by transmitting the -------------- Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇. In addition, each Loan Party ------------------------- agrees to continue to provide the Communications to the Administrative Agent in the manner specified elsewhere in this Agreement but only to the extent requested by the Administrative Agent.
(b) Each Loan Party further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on "e-Disclosure" (the "Platform"), the Administrative Agent's internet delivery -------- system that is part of SSB Direct, Global Fixed Income's primary web portal. Although the primary web portal is secured with a dual firewall and a User ID/Password authorization system and the Platform is secured through a single user per deal authorization method whereby each user may access the Platform only on a deal-by-deal basis, each Loan Party acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.
(c) THE COMMUNICATIONS AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE CITIGROUP PARTIES (AS DEFINED ...
Website Communications