Common use of Counterparts; Effectiveness; Several Agreement Clause in Contracts

Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent and thereafter shall be binding upon and inure to the benefit of each Grantor and the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject to Section 6.04 hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including in .pdf or .tif format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 2 contracts

Samples: Abl Security Agreement (Petco Health & Wellness Company, Inc.), First Lien Security Agreement (Petco Health & Wellness Company, Inc.)

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Counterparts; Effectiveness; Several Agreement. This Agreement Guarantee may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original original, but all of which when taken together shall constitute a single contract. This Agreement Guarantee shall become effective when it shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date of delivery of a Security Agreement Supplement by such Grantor) Guarantor and the Collateral Agent and thereafter shall be binding upon and inure to the benefit of each Grantor and the Collateral Guarantor, the Agent and the other Secured Parties and their respective permitted successors and permitted assigns, subject to Section 6.04 hereof4.04. Delivery of an executed counterpart of a signature page of this Agreement Guarantee by telecopy email or other electronic imaging means (including in .pdf “.pdf” or .tif format via electronic mail“.tif” format) means shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunderGuarantee. The words “execute,” “execution”, ,” “signed”, ,” “signature”, “delivery,” and words of like import in or relating related to this Agreement and/or any document to be signed in connection with this Agreement Guarantee and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)electronic signatures, deliveries the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof signature or the use of a paper-based recordkeeping system, as the case may be. “, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures” means any electronic symbol or process attached toSignatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or associated with, any contract other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Agent is under no obligation to agree to accept electronic signatures in any form or other record and adopted in any format unless expressly agreed to by a person with the intent Agent pursuant to sign, authenticate or accept such contract or recordprocedures approved by it.

Appears in 2 contracts

Samples: Fifth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD), Fourth Amendment and Restatement Agreement (Royal Caribbean Cruises LTD)

Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent and thereafter shall be binding upon and inure to the benefit of each Grantor and the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject to Section 6.04 7.04 hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including in .pdf or .tif format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Agreement. Any signature to this agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. Each of the Parties represents and warrants to the other Parties that it has the corporate capacity and authority to execute the Agreement through electronic means and there are no restrictions for doing so in that Party’s constitutive documents. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 2 contracts

Samples: Term Loan Security Agreement (Allegro Microsystems Inc), Revolving Facility Security Agreement (Allegro Microsystems Inc)

Counterparts; Effectiveness; Several Agreement. (a) This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute be deemed an original original, but all of which when taken together shall constitute a single contractone and the same instrument. This Agreement shall become effective as to any Grantor when it a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date behalf of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Grantor and such Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject except that no Grantor shall have the right to Section 6.04 hereof. Delivery of an executed counterpart of a signature page of assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement by telecopy or other electronic imaging means (including in .pdf or .tif format via electronic mail) shall be effective as delivery of a manually executed counterpart of this the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. (b) Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution”, ,” “signed”, ,” “signature”, ,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)Signatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4 of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 1 contract

Samples: Security Agreement (SeaWorld Entertainment, Inc.)

Counterparts; Effectiveness; Several Agreement. (a) This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute be deemed an original original, but all of which when taken together shall constitute a single contractone and the same instrument. This Agreement shall become effective as to Holdings when it a counterpart hereof executed on behalf of Holdings shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date behalf of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent Agent, and thereafter shall be binding upon Holdings and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Grantor and Holdings, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject except that Holdings shall not have the right to Section 6.04 hereof. assign CG&R Draft Current date: 08/09/2021 1:06 PM62203519v4 or transfer its rights or obligations hereunder or any interest herein or in the Pledged Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. (b) Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic Signature transmitted by telecopy telecopy, emailed pdf. or any other electronic imaging means (including in .pdf or .tif format via electronic mail) that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. The words “execution”, ,” “signed”, ,” “signature”, ,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)Signatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 1 contract

Samples: Pledge Agreement (SeaWorld Entertainment, Inc.)

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Counterparts; Effectiveness; Several Agreement. (a) This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute be deemed an original original, but all of which when taken together shall constitute a single contractone and the same instrument. This Agreement shall become effective as to Holdings when it a counterpart hereof executed on behalf of Holdings shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date behalf of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent Agent, and thereafter shall be binding upon Holdings and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Grantor and Holdings, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject except that Holdings shall not have the right to Section 6.04 hereof. assign or transfer its rights or obligations hereunder or any interest herein or in the Pledged Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. (b) Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic Signature transmitted by telecopy telecopy, emailed pdf. or any other electronic imaging means (including in .pdf or .tif format via electronic mail) that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. The words “execution”, ,” “signed”, ,” “signature”, ,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)Signatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Counterparts; Effectiveness; Several Agreement. (a) This Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute be deemed an original original, but all of which when taken together shall constitute a single contractone and the same instrument. This Agreement shall become effective as to any Grantor when it a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed by each Closing Date Grantor (and, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date behalf of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Grantor and such Grantor, the Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject except that no Grantor shall have the right to Section 6.04 hereof. Delivery of an executed counterpart of a signature page of assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement by telecopy or other electronic imaging means (including in .pdf or .tif format via electronic mail) shall be effective as delivery of a manually executed counterpart of this the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. (b) Delivery of an executed counterpart of a signature page of this Agreement that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution”, ,” “signed”, ,” “signature”, ,” “delivery,” and words of like import in or relating to this Agreement and/or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)Signatures, deliveries or the keeping of records in any electronic formform (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

Appears in 1 contract

Samples: Credit Agreement (SeaWorld Entertainment, Inc.)

Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts (and by different parties hereto in on different counterparts), each of which shall constitute an original original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when it a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Notes Collateral Agent and a counterpart hereof shall have been executed by each Closing Date Grantor (andon behalf of the Notes Collateral Agent, with respect to each Person that becomes a Grantor hereunder following the Closing Date, on the date of delivery of a Security Agreement Supplement by such Grantor) and the Collateral Agent and thereafter shall be binding upon such Grantor and the Notes Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of each Grantor and such Grantor, the Notes Collateral Agent and the other Secured Parties and their respective permitted successors and assigns, subject except that no Grantor shall have the right to Section 6.04 hereof. Delivery of an executed counterpart of a signature page of assign or transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly provided in this Agreement by telecopy or other electronic imaging means (including in .pdf or .tif format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Agreementand the Indenture. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder. The words “execution”, ,” “signed”, ,” “signature”, ,” “delivery,” and words of like import in or relating to this Agreement and/or or any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below)electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any , and the parties hereto consent to conduct the transactions contemplated hereunder by electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or recordmeans.

Appears in 1 contract

Samples: Indenture (Amc Entertainment Holdings, Inc.)

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