Acknowledgments and Confirmations. The Borrower, the Lenders and the Agent hereby acknowledge and confirm that as of the Effective Date: (i) all references in the Loan Agreement to “this Agreement” will be deemed to refer to the Loan Agreement, as amended by this Amendment; and (ii) all references in each of the Other Agreements to the “Loan Agreement” will be deemed to refer to the Loan Agreement, as amended by this Amendment.
Acknowledgments and Confirmations. The Borrower and each Subsidiary Guarantor acknowledges and confirms that the Liens granted pursuant to the Loan Documents secure, without limitation, the Indebtedness, liabilities and obligations of the Borrower to the Administrative Agent and the Lenders under this Amendment, whether or not so stated in the Loan Documents, and that the term "Obligations" as used in the Loan Documents (or any other term used therein to refer to the Indebtedness, liabilities and obligations of the Borrower to the Administrative Agent or any of the Lenders) includes, without limitation, the Indebtedness, liabilities and obligations to the Administrative Agent and the Lenders under the Credit Agreement as amended by this Amendment.
Acknowledgments and Confirmations. 5.1. Party B hereby acknowledges and confirms:
5.1.1. Party B is Chinese citizen with full capacity for civil conduct, full and independent juridical status and legal capacity to sign and conduct this Agreement, and qualification as independent subject of litigant.
5.1.2. Party C is a LIMITED LIABILITY COMPANY that is established and exists under the law of PRC with independent legal qualification and capacity to authorize third party to sign and conduct this Agreement, and qualification as independent subject of litigant.
5.1.3. Party B has adequate power and authorization to sign and conduct this Agreement and other documents to be signed in accordance with this Agreement, and adequate power and authorization to complete the transaction contemplated hereby.
5.1.4. This Agreement is signed by Party B legally and effectively and constitutes legal, effective, binding and executive obligations of Party B.
5.1.5. Party B is legal owner of share rights. Except for rights set forth in the Equity Pledge Agreement, Proxy Agreement signed among Party A, B and C as of the signing date of this Agreement, the rights and interests of the shares bear no other encumbrances, pledges, sales or transfers. Assignee will obtain full rights and interests on the shares after executing the share purchase right, the shares purchased bears no other encumbrances.
5.1.6. The corporate assets bear no other encumbrances. Assignee will obtain full rights and interests on the assets after executing the asset purchase right, the assets purchased bear no other encumbrances.
5.1.7. Signing and conduct of this Agreement or other related agreements will NOT:
(i) Violate any law of PRC;
(ii) Collide with Memorandum and Articles of Association of Party C or other organizational documents;
(iii) Breach any binding agreements or documents signed by one party;
(iv) Violate authorization of any approval or permission issued to any party or any condition of good standing; or
(v) Lead to suspension, revocation or additional conditions of any approval or permission issued to any party.
5.1.8. There is neither suspending or potential litigation, arbitration, tax or administration investigation or penalty related to shares or assets of Party C, nor any suspending or potential litigation, judicial proceedings, tax disputes, request for arbitration or any appeals forwarded to any governmental departments that might adversely affect Party C’s financial condition or capability to fulfill obligations under...
Acknowledgments and Confirmations. 5.1 All references in the Loan Agreement and every other agreement, instrument and document executed and delivered by the Borrower in connection therewith, to the "Loan Agreement" shall be deemed to refer to the Loan Agreement as amended hereby.
5.2 The Loan Agreement and all agreements, instruments and documents executed and delivered in connection with any of the foregoing, shall each be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Amendment.
Acknowledgments and Confirmations. (a) Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document (and each joinder to such Loan Documents) to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Obligations (including, without limitation, the Obligations that may arise pursuant to the Incremental Revolving Commitments), and (iii) its prior grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations that may arise pursuant to the Incremental Revolving Commitments) owed or otherwise guaranteed by it pursuant to the Collateral Documents with all such Liens continuing in full force and effect after giving effect to this Amendment.
(b) Notwithstanding the above, each of the Loan Parties consents to the amendments of and increases to the Credit Agreement effected by this Amendment and confirms that (i) its obligations as a Guarantor under the Credit Agreement are not discharged or otherwise affected by those amendments and/or increases or the other provisions of this Amendment and shall accordingly continue in full force and effect, (ii) its obligations under, and the Liens granted by it in and pursuant to, the Collateral Documents to which it is a party are not discharged or otherwise affected by those amendments and/or increases or the other provisions of this Amendment and shall accordingly remain in full force and effect and (iii) the Obligations so guaranteed and secured shall, after the Amendment No. 1 Effective Date, extend to the Obligations under the Loan Documents (including under the Credit Agreement as amended pursuant to this Amendment).
Acknowledgments and Confirmations. 2.1 The Agreement and all other Loan Documents shall each be deemed amended hereby to the extent necessary, if any, to give effect to the provisions of this Amendment.
2.2 All Collateral is and shall continue to be collateral security for the Obligations, as amended hereby. Without limiting the generality of the foregoing, the Borrower hereby absolutely and unconditionally confirms that the Agreement (as amended hereby), the Note (as amended and restated pursuant hereto), and all other Loan Documents (to the extent amended hereby), to which it is a party, and any other documents delivered by it in connection therewith, continue in full force and effect, are ratified and confirmed in all respects and are and shall continue to be fully effective.
2.3 Whenever the Agreement is referred to in the Agreement or in any of the other Loan Documents or other documents delivered in connection therewith, it shall be deemed to mean the Agreement as amended by this Amendment.
2.4 Whenever the Note is referred to in the Agreement or in any of the other Loan Documents or other documents delivered in connection therewith, it shall be deemed to mean the Amended and Restated Revolving Credit Note in the form of Exhibit A hereto, delivered in connection herewith pursuant to Section 4.2 hereof (the “New Note”).
Acknowledgments and Confirmations. Section 2.1 Each of Five Star and NPDC, as Guarantors, consents in all respects to the execution and delivery by the Borrower of this Amendment, and acknowledges and confirms that its Guaranty continues to be valid and in full force and effect.
Section 2.2 Each of the Borrower, the Banks and the Agent hereby acknowledges and confirms that all references in the Loan Agreement, the other Loan Documents and any other agreement, instrument or document executed and delivered in connection herewith or therewith to the "Loan Agreement" or "this Agreement" (insofar as such term refers to the Loan Agreement) shall be deemed to refer to the Original Loan Agreement as amended hereby.
Section 2.3 The Borrower, the Banks, the Agent and the Guarantors acknowledge (i) that, concurrently herewith, the parties to the Five Star Loan Agreement are amending and supplementing the Five Star Loan Agreement pursuant to an Amendment and Supplement to Loan Agreement of even date herewith, and (ii) all references in the Loan Agreement and any of the other Loan Documents to the "Five Star Loan Agreement" shall be deemed to refer to the Five Star Loan Agreement as so amended and supplemented.
Acknowledgments and Confirmations. (a) The Borrower acknowledges and confirms that any term used in the Security Documents to which the Borrower is a party to refer to the Borrower's Indebtedness, liabilities and obligations to the Banks and the Agent, includes, without limitation, the Indebtedness, liabilities and obligations of the Borrower to the Banks, whether now existing or hereafter arising under the Amended and Restated Revolving Credit Note and the Original Loan Agreement as amended hereby, and that all of the collateral security provided for in such Security Documents secures the Borrower's full payment and performance of such Indebtedness, liabilities and obligations of the Borrower.
(b) The Indebtedness, liabilities and obligations of the Borrower to the Banks and the Agent, whether now existing or hereafter arising, under the Amended and Restated Revolving Credit Note and the Original Loan Agreement as amended and supplemented hereby, are hereinafter referred to collectively as the "Supplemental Obligations".
Section 3.2 Each of MXL and NPDC, as Guarantors, consents in all respects to the execution and delivery by the Borrower of this Amendment and Supplement and the Amended and Restated Revolving Credit Note and the transactions contemplated herein, and acknowledges and confirms that:
(a) its Guaranty continues to be valid and in full force and effect, and guarantees, without limitation, the full payment and performance of the Supplemental Obligations as well as the Obligations; and
(b) any term used in the Security Documents to which such Guarantor is a party to refer to the Borrower's Indebtedness, liabilities and obligations to the Banks and the Agent, includes, without limitation, the Supplemental Obligations, and that all of the collateral security provided for in such Security Documents secures, without limitation, the full payment and performance by each Guarantor of the Indebtedness, liabilities and obligations of such Guarantor under its Guaranty, as acknowledged and confirmed hereby.
Acknowledgments and Confirmations. The Borrower Parties hereby acknowledge and agree to the accuracy of all Recitals included in this Amendment.
Acknowledgments and Confirmations. Each Credit Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Credit Document (and each joinder to such Credit Documents) to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Obligations (including, without limitation, the Obligations that may arise pursuant to the increased Revolving Commitments), and (iii) its prior grant of Liens on the Collateral to secure the Obligations (including, without limitations, the Obligations that may arise pursuant to the increased Revolving Commitments) owed or otherwise guaranteed by it pursuant to the Security Documents with all such Liens continuing in full force and effect after giving effect to this Amendment.
