Without limiting Section 12. 13.1, each Lender or Swingline Lender, or any Person who has received funds on behalf of a Lender or Swingline 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): (i) 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; (ii) 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 (iii) that such Lender, Swingline 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:
12.13.2.1 (A) in the case of clauses (i) or (ii) of Section 12.13.2, an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of clause (iii) of Section 12.13.2), in each case, with respect to such payment, prepayment or repayment; and
12.13.2.2 such Lender or Swingline Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 12.13.2.
Without limiting Section 12. 2.9(a), European Security Trustee shall not be liable for any action taken by it or not taken by it under or in connection with the relevant European Security Agreements, unless directly caused by its gross negligence or willful misconduct.
Without limiting Section 12. 2.9(a), the UK Security Trustee shall not be liable for any action taken by it or not taken by it under or in connection with the relevant UK Security Agreements, unless directly caused by its gross negligence or willful misconduct.
Without limiting Section 12. 6(a), the Borrowers shall indemnify and hold harmless the Administrative Agent, the Lenders and the Issuing Lender, as applicable, against any loss incurred by the Administrative Agent, any Lender or the Issuing Lender as a result of any payment or recovery described in Section 12.6(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 12. 8.(a), notwithstanding anything herein to the contrary, each Party shall, and shall cause its Affiliates, and each of their respective directors, officers, employees, consultants, contractors, agents and owners, to, not use, or export, assign or otherwise transfer (whether by assignment, sale, operation of law, sublicense or otherwise) to any person, entity or country, this Agreement or any rights or obligations hereunder, any of the Product or any of Confidential Information, or exercise any rights hereunder, which, if done by Party directly, would violate any applicable laws and regulations (including any export control laws or regulations) or which would otherwise result in Party being in violation of any laws or regulations.
Without limiting Section 12. 6(a), the Borrowers shall indemnify and hold harmless the Administrative Agent, the Lenders, the Issuing Lenders hereunder against any loss incurred by the Administrative Agent, any Lender or any Issuing Lender hereunder as a result of any payment or recovery described in Section 12.6(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof except for losses that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such indemnified party’s gross negligence or willful misconduct. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 12. 20(a), if any Payment Recipient receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its affiliates) that (x) 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 Agent (or any of its affiliates) with respect to such payment, prepayment or repayment, (y) was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its affiliates), or (z) such Payment Recipient otherwise becomes aware was transmitted, or received, in error (in whole or in part):
(i) (A) in the case of immediately preceding clause (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) in the case of immediately preceding clause (z), an error has been made, in each case, with respect to such payment, prepayment or repayment; and
(ii) such Payment Recipient shall promptly (and, in all events, within one (1) Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 12.20(b).
Without limiting Section 12. 2(a)(1), each Selling Shareholder who holds shares of Company Common Stock following the Pike Merger Effective Time shall at the request of Parent give the written consent contemplated by Section 6.3(c).
Without limiting Section 12. 13.1, each Lender or Swingline Lender, or any Person who has received funds on behalf of a Lender or Swingline 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): (i) 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; (ii) 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 (iii) that such Lender, Swingline 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:
12.13.2.1 ( A) in the case of clauses (i) or (ii) of Section 12.13.2, an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of clause (iii) of Section 12.13.2), in each case, with respect to such payment, prepayment or repayment; and
Without limiting Section 12. 07(a), from and after the Closing, no Action will be brought, encouraged, supported or maintained by, or on behalf of, Buyer, any Buyer Party or any of their respective Affiliates against any Seller Party, any of its Affiliates or any of its or their respective Representatives, and no recourse will be sought or granted against any Seller Party, any of its Affiliates or any of its or their respective Representatives by virtue of, or based upon, (i) any alleged misrepresentation or inaccuracy in, or breach of, any of the representations, warranties, covenants or agreements of any Seller Party set forth or contained in this Agreement or any other Seller Transaction Agreement, or certified to or contained in any certificate or other document delivered in connection with this Agreement or any other Seller Transaction Agreement, (ii) the Transactions, (iii) the ownership, operation, management, use or control of the Business or any of the Transferred Assets by any Seller Party with respect to the period prior to the Closing, or (iv) any actions or omissions of any Seller Party at, or prior to, the Closing, in each case, other than a Reserved Claim.
