CONTEMPLATED THEREBY. This Subsidiary Borrower Designation may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement. Subsidiary Borrower Designation
CONTEMPLATED THEREBY. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.
CONTEMPLATED THEREBY. The Credit Agreement is modified only by the express provisions of this Consent and this Consent shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein. This Consent may be executed and delivered via facsimile or other electronic transmission (i.e. “pdf”) with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Consent constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Consent shall become effective on the date (the “Consent Effective Date”) when the Parent, the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yip (facsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx). From and after the Consent Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby. * * * Very truly yours, NORDEA BANK FINLAND PLC, NEW YORK BRANCH, Individually and as Administrative Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President SIGNATURE PAGE TO CONSENT DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, THE LENDERS PARTY HERETO, AND NORDEA BANK FINLAND PLC. NEW YORK, AS ADMINISTRATIVE AGENT Name of Institution: Alliance & Leicester Plc By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Manager, Corporate & Structured Finance By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Head of Global Infrastructure SIGNATURE PAGE TO CONSENT DATED AS OF FEBRUARY , 2009, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, THE LENDERS PARTY HERETO, AND NORDEA BANK FINLAND PLC, NEW YORK, AS ADMINISTRATIVE AGENT Name ...
CONTEMPLATED THEREBY. EACH OF THE BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMME NCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.
CONTEMPLATED THEREBY. (g) No variation or modification or amendment of this Master Lease and no waiver of any of its provisions or conditions shall be valid unless in writing. Lessor and Lessee have each caused this Master Lease to be duly executed as of the date set forth on the first page hereof. BIOANALYTICAL SYSTEMS, INC. By: /s/ Xxxx Xxxxxx Title: CFO Lessee FIFTH THIRD BANK, INDIANA (CENTRAL) By: /s/ Xxxxxxx Xxxxxxxx Title: V.P. Lessor EQUIPMENT SCHEDULE A EFFECTIVE DATE NOVEMBER 15,2002 This Schedule forming a part of the MASTER LEASE between FIFTH THIRD BANK, INDIANA (CENTRAL), Lessor, and BIOANALYTICAL SYSTEMS, INC., Lessee, dated NOVEMBER 15, 2002 (“Master Lease”), Description Xxxxxxxx Xxxxxx, Xxxx, Xxxxx, Xxx, Xxxxxx Serial Number or VIN# Cost NEW MASS SPECTROMETER EQUIPMENT MORE FULLY DESCRIBED ON EXHIBIT A 0000 XXXX XXXXXX XXXX XXXXXXXXX, XX 00000 TIPPECANOE EXHIBIT A $1,089,376.00 See attached Exhibit A for a complete description of equipment Total Cost: $1,089,376.00
CONTEMPLATED THEREBY. (g) No variation or modification or amendment of this Master Lease and no waiver of any of its provisions or conditions shall be valid unless in writing.
CONTEMPLATED THEREBY. In the event any party takes legal action to enforce any of the terms of this Agreement, the prevailing party to such action shall not be entitled to reimbursement for such party's expenses, including reasonable attorney's fees, incurred in such action.
CONTEMPLATED THEREBY. 3. The execution and delivery of the Trust Agreement by the Owner Trustee and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary action of the Owner Trustee and the Trust Agreement has been duly executed and delivered by the Owner Trustee.
CONTEMPLATED THEREBY. In arriving at its recommendation, the Board of Directors gave careful consideration to the factors described in the attached Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") that is being filed today with the Securities and Exchange Commission. Among other things, the Board of Directors considered the opinion of its financial advisor, Hambxxxxx & Xuisx XXX, that the consideration to be received by the holders of Shares in the Offer and Merger is fair to such holders from a financial point of view. In addition to the attached Schedule 14D-9, enclosed also is the Offer to Purchase dated August 3, 1998, together with related materials, including a Letter of Transmittal, to be used for tendering your Shares in the Offer. These documents state the terms and conditions of the Offer and the Merger and provide instructions as to how to tender your Shares. We urge you to read these documents carefully in making your decision with respect to tendering your shares pursuant to the Offer. On behalf of the Board of Directors, Kanwxx Xxxxx Chief Executive Officer and Chairman of the Board
CONTEMPLATED THEREBY. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby, and any advice given by any of the Buyers or any of their respective representatives or agents in connection with the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
