Without limiting Section 10. 16.1, each Lender, Issuing Lender or Secured Party, or any Person who has received funds on behalf of a Lender, Issuing Lender or Secured Party such Lender or Issuing Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
Without limiting Section 10. 9, the Borrower agrees that the terms of this Section shall set forth the entire agreement between the Borrower and each Lender (including the Agents) with respect to any Confidential Information previously or hereafter received by such Lender in connection with this Agreement, and this Section shall supersede any and all prior confidentiality agreements entered into by such Lender with respect to such Confidential Information. As used in this Section, “Confidential Information” means any information or material regarding the business operations, procedures, methods and plans of the Borrower and its Subsidiaries, any financial data, proposed transaction or financing structures, information relating to the Receivables or the Receivables Portfolios, and all reports (other than copies of reports filed with the Securities and Exchange Commission) and other information provided pursuant to Section 5.1, together with all notes, analyses, compilations, studies and other documents to the extent they contain or otherwise reflect such information; provided that “Confidential Information” shall not include any such information which (i) is generally available to the public at the time it is provided by, or on behalf of, the Borrower or any Subsidiary, (ii) was known to the intended recipient prior to such information being disclosed to either Agent or any Lender and/or (iii) is independently developed by or for the Agents or any Lender. The Borrower authorizes each Lender to disclose to any Participant or Eligible Assignee or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Borrower and its Subsidiaries, including without limitation any information contained in any Reports; provided that each Transferee and prospective Transferee agrees to be bound by this Section.
Without limiting Section 10. 4(a), ensure, and cause each of the Loan Parties and their Subsidiaries to ensure, that no Person who owns a controlling interest in or otherwise controls any of the Loan Parties and their Subsidiaries is (i) listed on the SDN List maintained by OFAC and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order, or regulation; or (ii) a Person designated under Section 1(b), (c), or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation, or any other similar Executive Orders.
Without limiting Section 10. 4(a), comply, and cause each of the Loan Parties and their Subsidiaries to comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations.
Without limiting Section 10. 21(a), each Lender or any Person who has received funds on behalf of a Lender such Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
Without limiting Section 10. 1, Seller shall not be liable for any incidental special, consequential, exemplary, punitive or other indirect damages (including, but not limited, loss of profit, interruption, loss of use) in respect of any Claim or for any contingent liability (unless and until such contingent liability becomes an actual liability and is due and payable) in relation to any Claim, in each case, even if advised of the possibility or such damages.
Without limiting Section 10. 2.1, the Sellers and the Target Group Companies shall use their reasonable best efforts to assist in the prompt completion of the audit of the Target Group Companies’ financial statements for their 2016 fiscal year, including by procuring the cooperation of the appropriate personnel of the Target Group Companies with the Purchasers, their representatives and the auditors and causing appropriate personnel of the Target Group Companies to render any customary certificates or management letters reasonably requested by the auditors; provided, however, that the fees and expenses of the external auditor shall be the responsibility of the Purchasers.
Without limiting Section 10. 2.1, the Sellers and the Target Group Companies shall provide the Purchasers and their representatives reasonable access during normal business hours to the personnel of the Target Group Companies listed in Exhibit 10.2.3, including by permitting such individuals to meet with Purchasers and their representatives for reasonable times during normal business hours away from the Target Group Companies’ premises.
Without limiting Section 10. 9.2, with respect to the Existing Vir Third Party Agreements set forth on Schedule 2.3.1 [***], if any Intellectual Property Rights arise from activities under such agreements [***].
Without limiting Section 10. 1, the Chargor undertakes from time to time to execute and sign, or to procure that the Person for the time being holding any of the Charged Assets as the Chargor’s nominee executes and signs, or cause to be executed and signed, all transfers, powers of attorney, proxies and other documents which the Chargee may reasonably require for upon the occurrence of an Event of Default (x) perfecting its title to any of the Charged Assets or (y) vesting or enabling it to vest the same in itself, its nominee or in any purchaser, including (without limitation) procuring to be duly passed such resolutions by the directors of the Company and such resolutions by the Person holding any of the Charged Assets as the Chargor’s nominee in an extraordinary general meeting of the Company as the Chargee reasonably requires for the purposes of:
