ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS Sample Clauses

ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 5 hereof.
Sample 1
AutoNDA by SimpleDocs
ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 4 hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.] INGRXX XXXRO INC., a corporation organized and existing under the laws of the State of Delaware, United States of America By _________________________________________ Michxxx X. Xxxxxxxx, Xxecutive Vice President, & Worldwide Chief Financial Officer ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 4: INGRAM EUROPEAN COORDINATION CENTER N.V., a INGRXX XXXRO SINGAPORE PTE LTD., a corporation company organized and existing under the laws of organized and existing under the laws of Singapore The Kingdom of Belgium By _____________________________________________ By _____________________________________________ Michxxx X. Xxxxxxxx, Xxthorized Michxxx X. Xxxxxxxx, Xxtorney Representative INGRXX XXXRO INC., a corporation organized and existing under the laws of the Province of Ontario, Canada By _____________________________________________ Michxxx X. Xxxxxxxx, Xxthorized Representative 8 EXHIBIT H 136 EXHIBIT I-1 MICRO CANADA GUARANTY (MICRO) Pursuant to THIS GUARANTY (this "GUARANTY" dated as of October 28, 1997, INGRXX XXXRO INC., an Ontario, Canada corporation (the "GUARANTOR"), hereby unconditionally, absolutely and irrevocably guarantees as primary obligor and not as a surety merely, to each Lender Party (as defined below), without offset or deduction, (a) the full and punctual payment when due of all amounts payable by Ingrxx Xxxro Inc., a corporation organized and existing under the laws of State of Delaware, U.S.A. ("MICRO"), under or in connection with the Canadian Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it, the "CREDIT AGREEMENT"; unless otherwise defined herein all capitalized terms used herein without definition have the meanings provided for in the Credit Agreement) dated as of October 28, 1997, among Micro, the Guarantor, certain financial institutions (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution funding a Loan as permitted by SECTION 5.6 of the Credit Agreement, collectively, the "LENDERS"), The Bank of Nova Scotia, as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders, Royal Bank of Canada, as syndication agent for the Lenders, and Bank of Tokyo-Mitsubishi (Canada) as c...
Sample 1
ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 4 hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.] INGRXX XXXRO SINGAPORE PTE LTD., a corporation organized and existing under the laws of Singapore By -------------------------------------- Michxxx X. Xxxxxxxx, Xxtorney ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 4: INGRXX XXXRO INC., a corporation INGRAM EUROPEAN COORDINATION CENTER N.V., organized and existing under a company organized and existing under the laws of the State of the laws of The Kingdom of Belgium Delaware, United States of America By By -------------------------------- -------------------------------------- Michxxx X. Xxxxxxxx, Xxecutive Michxxx X. Xxxxxxxx, Xxthorized Vice President & Worldwide Representative Chief financial Officer INGRXX XXXRO INC., a corporation organized and existing under the laws of the Province of Ontario, Canada By ----------------------------------------------- Michxxx X. Xxxxxxxx, Xxthorized Representative 8 EXHIBIT I-3 179 EXHIBIT J ADDITIONAL GUARANTY
Sample 1
ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of Section 5.
Sample 1
ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 5 hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.] [NAME OF ADDITIONAL GUARANTOR] [ADDRESS FOR NOTICES] By -------------------------------------- Name: -------------------------------- Title: ------------------------------- ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 5: INGRXX XXXRO INC., a corporation INGRXX XXXRO SINGAPORE PTE LTD., a organized and existing under corporation organized and existing the laws of the State of under the laws of Singapore Delaware, United States of America By By ---------------------------------- -------------------------------------- Name: Name: ----------------------------- ---------------------------------- Title: Title: ---------------------------- --------------------------------- INGRAM EUROPEAN COORDINATION INGRXX XXXRO INC., a corporation CENTER N.V., a company organized organized and existing under the laws and existing under the laws of the Province of Ontario, Canada of The Kingdom of Belgium By By ---------------------------------- -------------------------------------- Name: Name: ----------------------------- ---------------------------------- Title: Title: ---------------------------- --------------------------------- [INSERT BLOCKS FOR ANY ADDITIONAL GUARANTORS.] LENDER ASSIGNMENT AGREEMENT ______________________________, 19_____ Ingrxx Xxxro Inc. The Bank of Nova Scotia, 1600 X. Xx. Xxxxxx Xxxxx as Administrative Agent Santx Xxx, XX 00000 Scotia House 33 Fxxxxxxx Xxxxxx Xxxention: Treasurer Londxx, Xxxxxxx XX0X 0XX Attn: ____________________ We refer to the European Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it the "CREDIT AGREEMENT") dated as of October 28, 1997, among Ingrxx Xxxro Inc. (a corporation organized and existing under the laws of the State of Delaware, United States) and Ingram European Coordination Center, N.A. (a company organized and existing under the laws of The Kingdom of Belgium), as the Primary Borrowers, certain Lenders, The Bank of Nova Scotia, as the Administrative Agent (in that capacity, the "ADMINISTRATIVE AGENT") for the Lenders, NationsBank of Texas, N.A., as the Documentation Agent for the Lenders, and certain arrangers, and executed by Ingrxx Xxxro Inc. (a corporation organized and existing under the laws of the Province of Ontario, Canada) and Ingrxx Xxxro...
Sample 1

Related to ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.

  • Acknowledgment of Obligations Borrower hereby acknowledges, confirms and agrees that all Term Loans made prior to the date hereof, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges owing by Borrower to Agent and Lenders under the Loan Agreement and the other Debt Documents, are unconditionally owing by Borrower to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally.

  • Acknowledgment and Waiver By accepting this grant of Stock, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (ii) the grant of Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock, or benefits in lieu of Stock, even if Stock has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) Stock and Stock grants are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee's employment contract, if any; (vii) Stock and Stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock or diminution in value of this grant of Stock resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive Stock and vest in Stock under the Plan, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Employee's right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Stock grant.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • ACKNOWLEDGMENT AND CONSENT Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reimbursement Agreement and this Amendment and consents to the amendment of the Reimbursement Agreement effected pursuant to this Amendment. Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be im­paired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Reimbursement Agreement or any other Credit Document to consent to the amendments to the Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Guarantor to any future amendments to the Reimbursement Agreement.

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.