CONSENT AND RATIFICATION. Guarantor hereby unconditionally and irrevocably acknowledges and agrees that the Guaranty and Guarantor’s obligations, covenants, agreements and duties thereunder remain in full force and effect in accordance with its terms, notwithstanding the modifications effected hereby. Guarantor hereby unconditionally and irrevocably ratifies, reaffirms and confirms the Guaranty and its obligations thereunder.
CONSENT AND RATIFICATION. Each of the undersigned hereby consents to the terms of the within and foregoing Amendment, confirms and ratifies the terms of its guaranty agreement relating to the Obligations and each Loan Document it has executed in connection with the Obligations (collectively, the “Loan Documents”) and acknowledges that the Loan Documents to which it is a party are in full force and effect and ratifies the same, that it has no defense, counterclaim, set-off or any other claim to diminish its liability under such Loan Documents, that its consent is not required to the effectiveness of the within and foregoing Amendment, and that no consent by it is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Loans, the collateral securing the Obligations, or any of the other Loan Documents.
CONSENT AND RATIFICATION. By executing this Amendment in the space provided below, the undersigned Guarantor hereby: (i) consents to the execution and delivery of this Amendment, (ii) ratifies and confirms Guarantor’s obligations, as modified by this Amendment, under that certain Xxxxxxx and Restated Guaranty of Master Lease dated as of April 29, 2022 executed by Guarantor (the “Guaranty”), (iii) acknowledges and agrees that the Guaranty is in full force and effect and is valid, binding and enforceable in accordance with its terms, as modified by this Amendment and (iv) acknowledges and agrees that nothing in this Amendment in any way impairs or lessens Guarantor’s obligations under the Guaranty except to the extent of Obligations (as defined in the Guaranty) pertaining to the Gold Strike Facility as and to the extent arising from and after the Effective Date for which Guarantor is hereby released (it being understood, for the avoidance of doubt, that any Obligations in respect of the Gold Strike Facility, as and to the extent arising out of or accruing in respect of any period prior to the Effective Date, shall continue to comprise Obligations, and shall survive and shall not be terminated, limited, impaired or affected by or upon entry into this Amendment). MGM RESORTS INTERNATIONAL, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Treasurer Article I LEASED PROPERTY 2 1.1 Leased Property 2 1.2 Single, Indivisible Lease 3 1.3 Term 4 1.4 Renewal Terms 4 1.5 Separation of Leases 4 Article II DEFINITIONS 6 2.1 Definitions 6 Article III RENT 36 3.1 Rent 36 3.2 Late Payment of Rent or Additional Charges 36 3.3 Method of Payment of Rent 37 3.4 Net Lease 37 3.5 Fair Market Rent 37 Article IV IMPOSITIONS 38 4.1 Impositions 38 4.2 Utilities, Encumbrances and Other Matters 39 4.3 Impound Account 40 4.4 Sustainability 41 Article V NO ABATEMENT 41 5.1 No Termination, Abatement, etc 41 Article VI OWNERSHIP OF LEASED PROPERTY 42 6.1 Ownership of the Leased Property 42 6.2 Tenant’s Property 43 6.3 Tenant’s Intellectual Property 44 Article VII CONDITION AND USE OF LEASED PROPERTY 44 7.1 Condition of the Leased Property 44 7.2 Use of the Leased Property 45 7.3 Other Facilities 47 7.4 Landlord ROFO 47 Article VIII COMPLIANCE WITH LAW; GROUND LEASES 48 8.1 Representations and Warranties 48 8.2 Compliance with Legal and Insurance Requirements, etc 48 8.3 Zoning and Uses 49 8.4 Compliance with Ground Leases 50 8.5 Tax Agreements 53 Articl...
CONSENT AND RATIFICATION. To the extent that any action that the General Partner is entitled to take pursuant to this Agreement requires, pursuant to the Limited Partnership Act, the consent to or ratification of the Limited Partners (including consent to or ratification of a reconstitution provided for in article XII), each Limited Partner hereby acknowledges that its execution of this Agreement shall conclusively be deemed to be the granting of such consent and ratification.
CONSENT AND RATIFICATION. The undersigned each hereby consents to the terms of the First Amendment to Consolidated Amended and Restated Loan and Security Agreement dated as of October 29, 2009 (the “Amendment”) by and among Borrower (as defined in the Amendment), CapitalSource Finance LLC, as administrative, payment and collateral agent for itself and the Lenders (“Agent”) and the Lenders party thereto (as amended, modified, supplemented and/or restated from time to time, the “Amendment”). Terms not otherwise defined herein shall have the meaning assigned to such terms in the Amendment. Each of the undersigned hereby confirms and ratifies the terms of (a) that certain Amended and Restated Payment and Performance Guaranty dated as of September 15, 2009 executed by Ultimate Resort, LLC, Ultimate Resort Holdings, LLC, Private Escapes Holdings, LLC, UE Holdco, LLC, UE Member, LLC, Ultimate Escapes Clubs, LLC, Ultimate Escapes Elite Club, LLC, Ultimate Escapes Signature Club, LLC and Ultimate Escape Premiere Club, LLC in favor of Agent, (b) that certain Consolidated Amended and Restated Indemnity Guaranty dated as of September 15, 2009 executed by Xxxxx Xxxxxxxxxx in favor of Agent and (c) that certain Consolidated Amended and Restated Indemnity Guaranty dated as of September 15, 2009 executed by Xxxxxxx Xxxxx in favor of Agent (collectively, the “Guaranty Agreements”), and acknowledges that the Guaranty Agreements are in full force and effect and ratifies the same, that the guaranteed obligations under the Guaranty Agreements shall include all obligations now, hereafter or from time to time arising under the Loan Agreement, as amended by the Amendment, that the undersigned has no defense, recoupment, counterclaim, set-off or any other claim to diminish their liability under such document, that the undersigned’s consent is not required to ensure the effectiveness of the Amendment, and that no consent by any of the undersigned is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Obligations, the Collateral, or any of the other Loan Documents.
CONSENT AND RATIFICATION. Creditor hereby consents to (i) the assignment, transfer and setting over unto Assumptor of Debtor’s right, title and interest in, to and under the Kessemeier Contract, and (ii) the assumption of the Kessemeier Contract, including the Debt, by the Assumptor, all as of the Closing Date.
CONSENT AND RATIFICATION. Subsidiary Guarantors each hereby severally, unconditionally and irrevocably acknowledge and agree that the Guaranty executed by such Subsidiary Guarantor and such Subsidiary Guarantor's obligations, covenants, agreements and duties thereunder remain in full force and effect, notwithstanding the modification of the Loan Documents effected hereby. Each Subsidiary Guarantor hereby unconditionally and irrevocably ratifies, reaffirms and confirms the Guaranty executed by such Subsidiary Guarantor and its obligations thereunder.
CONSENT AND RATIFICATION. Each of the undersigned hereby consents to the terms of the within and foregoing Amendment, confirms and ratifies the terms of its guaranty agreement relating to the Obligations and of each Loan Document it has executed in connection with the Obligations (collectively, the “Loan Documents”), agrees that each of the Loan Documents to which it is a party shall hereafter be deemed to cover the Obligations of Additional Borrower as well as of Original Borrower, and acknowledges that the Loan Documents to which it is a party are in full force and effect and ratifies the same, that it has no defense, counterclaim, set–off or any other claim to diminish its liability under such Loan Documents, that its consent is not required to the effectiveness of the within and foregoing Amendment, and that no consent by it is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Loans, the collateral securing the Obligations, or any of the other Loan Documents. WELSH, CARSON, AXXXXXXX & SXXXX VIII, L.P., a Delaware limited partnership By: WCAS VIII ASSOCIATES, L.L.C., its General Partner By: Name: Title: BTC INTERNATIONAL HOLDINGS, INC. By: Name: Bxxxx X. Xxxxx Title: Chief Financial Officer BANCTEC (PUERTO RICO), INC. By: Name: Title: BANCTEC UPPER-TIER HOLDING, LLC By: Name: Title: BANCTEC INTERMEDIATE HOLDING, INC. By: Name: Title:
CONSENT AND RATIFICATION. Subject to the terms of Section 5 below, Lender (a) consents to and ratifies the Subsidiary Formation and agrees that the Subsidiary Formation shall not, in and of itself, constitute an “Event of Default” under Section 7.10 of the Loan Agreement (relative to mergers and acquisitions), and (b) consents to and ratifies the License and agrees that the License shall be considered a Permitted Transfer and shall not, in and of itself, constitute an “Event of Default” under Section 7.9 of the Loan Agreement (relative to transfers).
CONSENT AND RATIFICATION. Each of the undersigned, THE KENAN ADVANTAGE GROUP, INC., ADVANTAGE MANAGEMENT HOLDINGS CORP., X. XXXXXXXX, INC., ADVANTAGE TANK LINES, INC., NORTH CANTON TRANSFER CO., EVALIA ACQUISITION CORP., GENI MANAGEMENT CORPORATION, GENI TRANSPORT, INC. and PETRO-CHEMICAL TRANSPORT, INC. (collectively, the “Guarantors”), has executed a certain Guaranty (“Guaranty”), in favor of the Purchasers (as defined in the foregoing Amendment). Each Guarantor hereby consents and agrees to the terms of the foregoing Amendment, and such Guarantor agrees that its Guaranty shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Guarantor enforceable against it in accordance with its terms. Furthermore, each Guarantor hereby agrees and acknowledges that (a) its Guaranty is not subject to any claims, defenses or offsets, (b) nothing contained in the Note Agreement (as defined in the foregoing Amendment), the Amendment or any other agreement, instrument or document executed in connection therewith shall adversely affect any right or remedy of the Purchasers under the Guaranty, (c) the execution and delivery of the Amendment shall in no way reduce, impair or discharge any obligations of the Guarantor as guarantor pursuant to the Guaranty and shall not constitute a waiver by the Purchasers of any of the Purchasers’ rights against such Guarantor, (d) by virtue hereof and by virtue of its Guaranty, each Guarantor hereby guarantees to the Purchasers the prompt and full payment and full and faithful performance by the Company of the entirety of the “Indebtedness” (as defined in the Guaranty) on the terms and conditions set forth therein and any time further modified or amended, (e) such Guarantor’s consent is not required to the effectiveness of the Amendment, and (f) no consent by such Guarantor is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Note Agreement (as defined in the foregoing Amendment). By: /s/ Xxxx X. Xxxxx Name: Xxxx X.Xxxxx Title: Chief Financial Officer By: /s/ Xxxx X. Xxxxx Name: Xxxx X.Xxxxx Title: Chief Financial Officer
