Integrated Group Clause Samples

Integrated Group. To induce Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each Lender and hold each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against any Lender by any Loan Party or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Collateral of Borrowers as herein provided, (ii) Lenders’ relying on any instructions of Administrative Borrower or (iii) any other action taken by Lenders hereunder or under the other Loan Documents, except that Borrowers will have no liability to any Person under this Section 2.11(j) with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Person.

Integrated Group. Borrower and its Subsidiaries function as an integrated group and Borrower and each Subsidiary will derive benefits, directly and indirectly, from the Loans, both in their separate capacity and as members of the integrated group, because the successful operation of Borrower and its Subsidiaries is dependant upon the continued successful operation and functions of Borrower and each Subsidiary and of the integrated group as a whole. All Loans will be made to and through Borrower, but it is agreed that each Subsidiary will benefit from the Loans along with Borrower as members of the integrated and consolidated group.

Integrated Group. The Borrower and the other Loan Parties represent to the Agent and Lenders that they are integral parts of a consolidated enterprise, that they will receive direct and indirect benefits from the availability of the credit facility provided for herein, and from the ability to access the collective credit resources of the consolidated enterprise that is represented by the Loan Parties, that their integrated operations require the credit facility provided by the Loan Documents, and that each Loan Party expects to derive its direct and indirect benefits from such credit facility because the success of the integrated operations of the Loan Parties is dependent on the performance of the functions of the integrated enterprise as a group. Each of such other Loan Parties hereby irrevocably authorizes all of Borrower's actions in requesting, authorizing, and directing the use of the proceeds of Loans made hereunder, and each Loan Party agrees to be bound by the acts of each of the others in connection with the Loan Documents. It is expressly understood by each Loan Party that the Agent and Lenders shall have no responsibility to inquire into the apportionment, allocation or disposition of any advances or other credit accommodations made to the Borrower; that all advances or other credit accommodations made to the Borrower are made for the collective

Integrated Group. Each Person included in the term “Borrower” hereby represents and warrants to Bank that each of them will derive benefits, directly and indirectly, from the Equipment Advance, both in their separate capacity and as a member of the integrated group to which each such Person belongs and because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole, because (i) the terms of the consolidated financing provided under this Agreement are more favorable than would otherwise would be obtainable by such Persons individually, and (ii) the additional administrative and other costs and reduced flexibility associated with individual financing arrangements which would otherwise be required if obtainable would substantially reduce the value to such Persons of the financing. Each Person included in the term “Borrower” hereby represents and warrants that all of the representations and warranties contained in the Loan Documents are true and correct on and as of the date hereof as if made on and as of such date, both before and after giving effect to this Agreement, and that no Event of Default has occurred and is continuing or exists or would occur or exist after giving effect to this Agreement.

Integrated Group. Borrower and its Subsidiaries are ---------------- engaged as an integrated group in the business of manufacturing, distributing, selling and leasing computer hardware and software and related products and servicing customer needs in respect thereof, and in furnishing the required supplies, services, equipment, credit and other facilities for such integrated operation. The Borrower and each of its Subsidiaries expects to derive benefit, directly or indirectly, from the Loans, both in its separate capacity and as a member of the integrated group, since the successful operation of Borrower and each of its Subsidiaries is dependent on the continued successful performance of the functions of the integrated group as a whole.