Common use of Acknowledgments and Confirmations Clause in Contracts

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. (a) Each Loan 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 Loan Credit Document (and each joinder to such Loan 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) subject to any limitations set forth in the Guaranty Agreement, its guarantee of the Obligations (including, without limitationlimitation and to the extent applicable to such Credit Party, the Obligations that may arise pursuant to the 2021 Incremental Revolving CommitmentsTerm Loan), and (iii) its prior grant of Liens on the Collateral to secure the Obligations (including, without limitationlimitation and to the extent applicable to such Credit Party, the Obligations that may arise pursuant to the 2021 Incremental Revolving CommitmentsTerm Loan) owed or otherwise guaranteed by it pursuant to the Collateral Security 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 Credit 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 Guaranty Agreement are not discharged or otherwise affected by those amendments and/or increases or the other provisions of this Amendment and shall accordingly accordingly, subject to any limitations set forth in the Guaranty Agreement, continue in full force and effect, (ii) its obligations under, and the Liens granted by it in and pursuant to, the Collateral Security 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 effect, (iii) the Obligations so guaranteed and secured shall, after the Amendment No. 1 Effective DateDate and subject to any limitations set forth in the Guaranty Agreement, extend to the Obligations under the Loan Credit Documents (including under the Credit Agreement as amended pursuant to this Amendment).

Acknowledgments and Confirmations. (a) Each Loan Party Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or under any other Credit Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. (b) The Lead Borrower, on behalf of 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 Loan Credit Document (and each joinder to such Loan Credit Documents) to which it such Credit Party 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 subject to any limitations set forth in the Guaranty Agreement, each Credit Party’s guarantee of the Obligations (including, without limitation, the Obligations that may arise pursuant to the Incremental Revolving Commitments)Obligations, 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 Security Documents with all such Liens continuing in full force and effect after giving effect to this Amendment. (bc) Notwithstanding the above, the Lead Borrower, on behalf of each of the Loan Parties Credit Party, consents to the amendments of and increases to the Credit Agreement effected by this Amendment and confirms that (i) its each applicable Credit Party’s obligations as a Guarantor under the Credit Guaranty Agreement are not discharged or otherwise affected by those amendments and/or increases or the other provisions of this Amendment and shall accordingly accordingly, subject to any limitations set forth in the Guaranty Agreement, continue in full force and effect, (ii) its each Credit Party’s obligations under, and the Liens granted by it in and pursuant to, the Collateral Security 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 effect, (iii) the Obligations so guaranteed and secured shall, after the Amendment No. 1 2 Effective DateDate and subject to any limitations set forth in the Guaranty Agreement, extend to the Obligations under the Loan Credit Documents (including under the Credit Agreement as amended pursuant to this Amendment).

Acknowledgments and Confirmations. (a) Each Loan Credit Party party hereto hereby expressly acknowledges the terms of this Amendment (and, for the avoidance of doubt, ratifies the terms of Amendment No. 1 and Amendment No. 2) and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Credit Document (and each joinder to such Loan 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) subject to any limitations set forth in the Guaranty Agreement, its guarantee of the Obligations (including, without limitationlimitation and to the extent applicable to such Credit Party, the Obligations that may arise pursuant to the Incremental 2019 Revolving CommitmentsCommitment Increases and, for the avoidance of doubt, to the extent applicable to such Credit Party, the U.S. Revolving Commitment Increases (as defined in Amendment No. 2)), and (iii) its prior grant of Liens on the Collateral to secure the Obligations (including, without limitationlimitation and to the extent applicable to such Credit Party, the Obligations that may arise pursuant to the Incremental 2019 Revolving CommitmentsCommitment Increases) owed or otherwise guaranteed by it pursuant to the Collateral Security 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 Credit Parties (other than the French Credit Parties) party hereto 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 Guaranty Agreement 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 for the avoidance of doubt Amendment No. 1 and Amendment No. 2) and shall accordingly accordingly, subject to any limitations set forth in the Guaranty Agreement, continue in full force and effect, (ii) its obligations under, and the Liens granted by it in and pursuant to, the Collateral Security 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 for the avoidance of doubt Amendment No. 1 and Amendment No. 2) and shall accordingly remain in full force and effect and effect, (iii) the Obligations so guaranteed and secured shall, after the Amendment No. 1 3 Effective DateDate and subject to any limitations set forth in the Guaranty Agreement, extend to the Obligations under the Loan Credit Documents (including under the Credit Agreement as amended pursuant to this Amendment). (c) Each French Credit Party hereby confirms to the other Parties that, upon and following the execution and performance by it of this Amendment, (i) all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party shall remain in full force and effect, (ii) the security created or purported to be created by it under each French Security Document to which it is party shall remain in full force and effect and shall continue to secure the “Secured Obligations” as such term is defined in each of the French Security Documents and (iii) the term “Credit Agreement” as used in each French Security Document to which it is party shall be a reference to the Amended Credit Agreement and as further amended, restated, supplemental and modified from time to time, and notably by this Amendment.

Acknowledgments and Confirmations. (a) The Covenantor acknowledges that it has received good and valuable consideration for the covenants provided in Sections 2.1, 2.2 and 2.3 and that the Purchaser has been induced to enter into the Acquisition Agreement in part based on the Covenantor entering into this Agreement and that the Purchaser would not complete the Transaction without the Covenantor agreeing to the provisions set forth in Sections 2.1, 2.2 and 2.3. Each Loan Party of the Covenantor agrees that the provisions of Sections 2.1, 2.2 and 2.3 are essential and reasonable for the protection of the Purchaser and, if breached, will result in irreparable harm to the Purchaser. Without prejudice to any and all remedies which may be available to the Purchaser at law or in equity, injunctive relief is the only effective relief for the breach or non-performance, or the threatened breach or non-performance, of the covenants of the Covenantor under Sections 2.1, 2.2 and 2.3 and each of the Covenantor and hereby expressly acknowledges agrees that the terms Purchaser and its Affiliates shall be entitled to injunctive relief, including an interim injunction, in any court of competent jurisdiction, to enforce any of the covenants of the Covenantor, hereof upon the breach or threatened breach thereof, together with reimbursement for all reasonable solicitor and client fees and other expenses incurred in connection therewith. (b) The Parties agree that the provisions of this Amendment Agreement are reasonable and reaffirmsintend this Agreement to be enforced, as written. However, if any provision or part of this Agreement would, but for this Section, be held to be unenforceable because of the date hereofduration, (i) the area covered or the types of activities restricted in the covenants and agreements contained in each Loan Document (and each joinder of this Agreement, the Parties agree that a court of competent jurisdiction making such determination shall have the power to such Loan Documents) reduce the duration or area to which it is a partysuch provision applies, includingor the type of activities restricted thereby, and for those purposes, to alter or to delete words or phrases, in each case, to the end that such covenants and agreements provision, after such reduction, alteration or deletion, will be enforceable so as in effect immediately after giving effect to this Amendment restrict the maximum range of activities for the largest area and the transactions contemplated herebylongest duration that are both enforceable and consistent with the intent of the Parties, as expressed herein. (c) The Parties acknowledge and confirm that: (i) they have been independently advised by counsel in respect of the provisions of this Agreement; and (ii) its guarantee of no Party was required to enter into the Obligations (including, without limitation, Acquisition Agreement or this Agreement; and 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 Agreement are reasonable and shall accordingly continue in full force and effect, (ii) its obligations under, and do not go beyond what is necessary to protect the Liens granted by it in and pursuant to, interests of 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)Parties.