Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Forward Air Corp)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication Agreement may be executed in as many counterparts as necessary or convenient(and by different parties hereto on different counterparts), including both paper and electronic counterpartseach of which shall constitute an original, but all such of which when taken together shall constitute a single contract. This Agreement, the other Credit Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article VI, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts are one hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the same Communicationbenefit of the parties hereto and their respective successors and assigns. For Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 11.08), certificate, request, statement, disclosure or authorization related to this Agreement, any other Credit Document and/or the authorization under this paragraph may includetransactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, without limitation, use emailed pdf. or acceptance any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually signed paper Communication which has been converted into executed counterpart of this Agreement, such other Credit Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Credit Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (such as scanned into PDF formatincluding deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or an electronically signed Communication converted into another formatenforceability as a manually executed signature, for transmissionphysical delivery thereof or the use of a paper-based recordkeeping system, delivery and/or retention. The as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrower, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Credit Parties Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any Communication other Credit Document and/or any Ancillary Document in the form of an imaged Electronic Record (“Electronic Copy”)electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, document (and all such electronic records shall be considered an original for all purposes, purposes and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing), (aC) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Credit Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Credit Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iiD) waives any claim against any Loan Party and any Credit Party and each Related Party Lender for any liabilities Liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit PartyLender’s reliance on or use of Electronic SignaturesSignatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any liabilities Liabilities arising as a result of the failure of the Loan Parties or the Credit Parties Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Revolving Credit Agreement (Southwest Gas Holdings, Inc.)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other document, approval, amendment, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Party and each of the Administrative Agent, Agent and the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, Agent nor L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, Agent and/or L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Lender Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Lender Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Lender Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Neither the Administrative Agent, Agent nor any L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, ’s or any L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, Agent and each L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or and/or any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any Credit Party the Administrative Agent and each Related Lender Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document Document, and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, an L/C Issuer Issuer, nor Swing Line the Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, an L/C Issuer and/or Swing Line Issuer, or the Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, Signature and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative AgentFor purposes hereof, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.“
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. (a) This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative AgentFor purposes hereof, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any “Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid Record” and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
Appears in 1 contract
Sources: Credit Agreement (Ameresco, Inc.)
Electronic Execution; Electronic Records; Counterparts. This Credit Agreement, any Loan Credit Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Credit Parties and each of the Administrative Agent, the L/C IssuerIssuing Lender, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Lender Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer Issuing Lender nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer Issuing Lender and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Lender Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Credit Party and/or any Credit Lender Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Lender Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer Issuing Lender nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Credit Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C IssuerIssuing Lender’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer Issuing Lender and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Credit Agreement or any other Loan Credit Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Credit Documents for being the maker thereof). Each of the Loan Credit Parties and each Credit Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Credit Agreement, any other Loan Credit Document based solely on the lack of paper original copies of this Agreement or Credit Agreement, such other Loan Credit Document, and (ii) any claim against any Loan Party and any Credit Party and the Administrative Agent, each Related Lender Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. Each of the Credit Parties and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Credit Agreement, any other Credit Document based solely on the lack of paper original copies of this Credit Agreement, such other Credit Document, and (ii) any claim against the Administrative Agent, each Lender Party for any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (McGrath Rentcorp)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Agreement and any other Communication through electronic means and there are no restrictions on doing so in that party’s constitutive documents.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement or any other Loan Document (each, a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.174721465
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All 13813663v6 Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, the L/C Issuer nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, the L/C Issuer and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, the L/C Issuer nor the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the L/C Issuer’s or the Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, the L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document Agreement and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Pledgors and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), Agent agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party Pledgor without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit PartyAgent, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative AgentAs used herein, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency“Communication” means this CHAR1\1838878v4 Agreement, validity, enforceability, effectiveness or genuineness of any Loan Document or and any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upondocument, any Communication amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.by
Appears in 1 contract
Sources: Credit Agreement (Harmonic Inc)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of Loan Party, the Loan Parties, Administrative Agent and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties Party may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, nor any L/C Issuer Issuer, nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (ai) to the extent the Administrative Agent, any L/C Issuer and/or the CHAR1\1982698v3 Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (bii) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Celestica Inc)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, The Borrower and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (each, an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither none of the Administrative Agent, the L/C Issuer nor or the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherthat, without limiting the foregoing, (a) to the extent the Administrative Agent, the L/C Issuer and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither None of the Administrative Agent, the L/C Issuer nor or the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the L/C Issuer’s or the Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, the L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). The Borrower and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim 142 against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, Sustainability Agent and the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent, the Sustainability Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.to
Appears in 1 contract
Sources: Credit Agreement (Celanese Corp)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Lender Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Lender Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Lender Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Lender Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and the Administrative Agent, each Related Lender Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (ModivCare Inc)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, The Borrower and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Lender Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, any L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Lender Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Lender Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Lender Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, any L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). The Borrower and each Credit Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any Credit the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)
Electronic Execution; Electronic Records; Counterparts. (1) This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan PartiesBorrower, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, Agent and each Lender (collectivelycollectively (including each Borrower), the “Executing Parties”, and each a individually, an “Credit Executing Party”), agrees ) agree that any Electronic Signature on on, or associated with with, any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof thereof, to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one (1) and the same Communication. For the avoidance of doubt, the authorization provided under this paragraph clause (a) may include, without limitation, include the use or acceptance of a manually signed paper Communication which that has been converted into electronic form (such as scanned into PDF a “.pdf” format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit other Executing Parties may, at its option, create one (1) or more copies of any Communication in the form of an imaged Electronic Record (an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any other Loan Document, neither the Administrative Agent, L/C Issuer Agent nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format format, unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherthat, without limiting limitation of the foregoing, (ai) to the extent that the Administrative Agent, L/C Issuer Agent and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit other Executing Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by by, or on behalf of of, any Loan Party Borrower, any Lender and/or any Credit Party other Executing Party, without further verification thereof and regardless of the appearance or form of such Electronic Signature, and (bii) upon the request of the Administrative Agent or any Loan Party or Credit other Executing Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. .
(2) Neither the Administrative Agent, L/C Issuer Agent nor the Swing Line Lender shall be responsible for for, or have any duty to ascertain or inquire into into, the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or instrument, certificate and/or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or and/or the Swing Line Lender’s respective reliance on any Electronic Signature transmitted by telecopy, emailed .pdf in “.pdf” form or transmitted by any other electronic means) believed by it in good faith to be valid ). Each of the Administrative Agent and genuine. The Administrative Agent, L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under under, or in respect of of, this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). CHAR1\▇▇▇▇▇▇▇▇▇ 2
(3) Each Borrower and each Credit other Executing Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document (or any other agreement(s), certificate(s), instrument(s) and/or document(s) executed in connection herewith or therewith) based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan DocumentDocument and/or such other agreement(s), certificate(s), instrument(s) and/or document(s), and (ii) any claim against the Administrative Agent and/or any Loan other Executing Party and (and/or any Credit Party and each of their respective Related Party Parties) for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit other Executing Party’s reliance on on, or use of of, Electronic Signatures, including including, without limitation, any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, The Borrower and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, include use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (each, an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither none of the Administrative Agent, the L/C Issuer nor or the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherthat, without limiting the foregoing, (a) to the extent the Administrative Agent, the L/C Issuer and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither None of the Administrative Agent, the L/C Issuer nor or the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the L/C Issuer’s or the Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, the L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). The Borrower and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (StoneX Group Inc.)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives waives, to the fullest extent permitted by applicable law, (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
(m) Article IX of the Credit Agreement is hereby amended by inserting the following new Section 9.13 at the end thereof:
Appears in 1 contract
Sources: First Amendment Agreement (Information Services Group Inc.)
Electronic Execution; Electronic Records; Counterparts. (1) This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan PartiesBorrower, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, Agent and each Lender (collectivelycollectively (including the Borrower), the “Executing Parties”, and each a individually, an “Credit Executing Party”), agrees ) agree that any Electronic Signature on on, or associated with with, any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof thereof, to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one (1) and the same Communication. For the avoidance of doubt, the authorization provided under this paragraph clause (a) may include, without limitation, include the use or acceptance of a CHAR1\1927666v7 manually signed paper Communication which that has been converted into electronic form (such as scanned into PDF a “.pdf” format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit other Executing Parties may, at its option, create one (1) or more copies of any Communication in the form of an imaged Electronic Record (an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrarycontrary contained in this Agreement or in any other Loan Document, neither the Administrative Agent, L/C Issuer Agent nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format format, unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherthat, without limiting limitation of the foregoing, (ai) to the extent that the Administrative Agent, L/C Issuer Agent and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit other Executing Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by by, or on behalf of of, the Borrower, any Loan Party Lender and/or any Credit Party other Executing Party, without further verification thereof and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.and
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, Agent and the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), agrees Lenders agree that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender Agent is under any no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties Lenders shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party Lender without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit PartyLender, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender The Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party Lender hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or and/or such other Loan Document, and (ii) waives any claim against any Loan Party and any Credit Party the Agent, each Lender and each Related Party for any liabilities arising solely from the Loan Parties’ Agent’s and/or any Credit PartyLender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 5.1, this Agreement shall become effective when it shall have been executed by the Agent and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Appears in 1 contract
Sources: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document (“Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic SignaturesSignature (which terms shall have the meaning assigned to them respectively by 15 USC §7006, as it may be amended from time to time). Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, Agent and each Lender (collectively, each a “Credit Party”), Party agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) BN 47506159v5 upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.”
4.9. Schedules 5.21(b)-(g) are hereby amended and restated, with Schedules 5.21(b)-(g) attached to this Third Waiver and Amendment.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative AgentFor purposes hereof, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.“
Appears in 1 contract
Sources: Credit Agreement (DocGo Inc.)
Electronic Execution; Electronic Records; Counterparts. (a) This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Ibotta, Inc.)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C IssuerIssuers, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer Issuers nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer Issuers and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer Issuers nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s Issuers’ or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer Issuers and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest Documents for being the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.maker thereof). 148 158477613_2174043865_5
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Stericycle Inc)
Electronic Execution; Electronic Records; Counterparts. (a) This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, furtherprovided that, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. Neither the Administrative Agent, L/C Issuer nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). [OneSpan] Credit Agreement #520863281 Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or and/or any other Loan Document based solely on the lack of paper original copies of this Agreement or and/or such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (OneSpan Inc.)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of Loan Party and the Loan Parties, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties Lender may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties Lender shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit PartyLender, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line The Lender shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any Credit Party and each Related Party the Lender for any liabilities arising solely from the Loan Parties’ and/or any Credit PartyLender’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. (a) This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), party hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties Borrower or Guarantor party hereto may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer Issuing Bank nor Swing Line Swingline Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer Issuing Bank and/or Swing Line Swingline Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party Borrower or Guarantor and/or any other Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. .
(b) Neither the Administrative Agent, L/C Issuer Issuing Bank nor Swing Line Swingline Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C IssuerIssuing Bank’s or Swing Line Swingline Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer Issuing Bank and Swing Line Swingline Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). |US-DOCS\160262204.8||
(c) Each Borrower and Guarantor and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, and any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any the Agent, and/or each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties any Borrower or the Credit Parties Guarantor to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, The Borrower and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Lender Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Lender Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, any L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Lender Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Lender Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Lender Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, any L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Parties Documents for being the maker thereof). The Borrower and each Credit Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any Credit the Administrative Agent, each Lender Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Lender Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Sylvamo Corp)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in but with regard to oral or telephonic notices or statements only to the case of the Loan Parties, if made by a Responsible Officerextent expressly permitted hereunder) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract
Sources: Credit Agreement (Trex Co Inc)
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Swingline Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, L/C Issuer nor Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.C
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither none of the Administrative Agent, L/C Issuer nor Swing Line Lender nor any Loan Party is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine. The Administrative Agent, L/C Issuer and Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticated. Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document based solely on the lack of paper original copies of this Agreement or such other Loan Document, and (ii) any claim against any Loan Party and any Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.114
Appears in 1 contract
Electronic Execution; Electronic Records; Counterparts. This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, Parties and each of the Administrative Agent, the L/C Issuer, the Swing Line Lender, and each Lender (collectively, each a “Credit Party”), ) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record; provided, however, that the existence of multiple Electronic Records or Electronic Copies shall not be deemed or construed to cause to exist more than one original of any document (for example, promissory notes, letters of credit, deeds of trust, mortgages, share certificates, other similar instruments and documents) nor to increase the liability and obligations of the parties beyond what is stated in such single original document. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, the L/C Issuer nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, the L/C Issuer and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Loan Parties and Credit Parties shall be entitled (absent manifest error or fraud, gross negligence or willful misconduct by it) to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Loan Party or Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a such manually executed counterpart. Neither the Administrative Agent, the L/C Issuer nor the Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, the L/C Issuer’s or the Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means) believed by it in good faith to be valid and genuine). The Administrative Agent, the L/C Issuer and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing may be a fax, any electronic message, internet or intranet website posting or other distribution or signed using an Electronic Signature) or any statement made to it orally or by telephone (in the case of the Loan Parties, if made by a Responsible Officer) and believed by it to be genuine and signed or sent or otherwise authenticatedauthenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof). Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement or Agreement, such other Loan Document, and (ii) waives any claim against any Loan Party and any the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Loan Parties’ Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties or the Credit Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
Appears in 1 contract