FORM OF JOINDER AGREEMENT. [●] (“Company”) is executing and delivering this Joinder Agreement pursuant to the Company Franchise Agreement, dated as of [●], by and among _________________, a company organized under the Laws of Hong Kong (“Parent”), _______________________________, a company organized under the laws of the People’s Republic of China (“Shanghai Franchisee”), and PLK APAC Pte. Ltd., a company organized under the Laws of Singapore (“FRANCHISOR”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Company Franchise Agreement. Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreement, the Company hereby agrees to become a party to, to be bound by, and to comply with the rights and obligations set forth in the Company Franchise Agreement as Franchisee thereunder. In connection therewith, effective as of the date hereof, the Company hereby makes the representations and warranties contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)
FORM OF JOINDER AGREEMENT. [●] This Joinder Agreement (this “CompanyAgreement”) is executing and delivering this Joinder Agreement made as of , 20 , by , a (the “New Subsidiary”), pursuant to the Company Franchise Section 6.8 of that certain Note and Warrant Purchase Agreement, dated as of [●]March 31, by 2014 (as amended, restated, supplemented or otherwise modified and among _________________in effect from time to time, a company organized under the Laws of Hong Kong (“ParentPurchase Agreement”), _______________________________among KIOR, INC., a company organized under the laws of the People’s Republic of China Delaware corporation (“Shanghai FranchiseeKiOR”), certain Subsidiaries of KiOR from time to time party thereto, each purchaser from time to time party thereto (collectively, the “Purchasers”), and PLK APAC Pte. Ltd.KFT Trust, a company organized under Xxxxx Xxxxxx, Trustee, as agent for the Laws of Singapore Purchasers (in such capacity, the “FRANCHISORAgent”). Capitalized All capitalized terms used but not defined in this Joinder Agreement and not otherwise defined herein shall have the respective same meanings ascribed to them herein as in the Company Franchise Purchase Agreement. Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: The New Subsidiary hereby (ia) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreement, the Company hereby agrees to become a party to, to be bound by“Company” under, and does hereby join and become a party to comply with the rights Purchase Agreement as a Company, (b) expressly assumes, and obligations set forth agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Company Franchise Agreement as Franchisee thereunder. In connection therewithPurchase Agreement, effective and hereby expressly affirms, as of the date hereof, each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the Company hereby makes the representations and warranties contained same extent as provided in the Company Franchise Purchase Agreement. The Company will execute , to the Agent, for the benefit of Agent and deliver to FRANCHISOR the Purchasers, a Unit Addendum continuing security interest in the form Collateral (as such term is defined in Section 1 of Schedule B the Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the Company Franchise term “Company” in the Purchase Agreement with respect shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each Franchised Restaurant owned of the Agent and operated the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by the Company. The Company hereby acknowledges and agrees that, upon the execution and facsimile or electronic transmission (including .pdf format via electronic mail) shall be equally effective as delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereundera manually executed counterpart. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted construed and enforced in accordance with with, the substantive Laws laws of the [People’s Republic State of China] without regard to conflicts New York, excluding conflict of law principleslaws principles that would cause the application of laws of any other jurisdiction. Any Dispute arising out of this Joinder This Agreement shall be settled by arbitration in accordance with clause 18.2 of constitute a Transaction Document under the Company Franchise Purchase Agreement.
Appears in 2 contracts
Samples: Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc), Senior Secured Promissory Note and Warrant Purchase Agreement (Kior Inc)
FORM OF JOINDER AGREEMENT. [●] This Joinder Agreement (this “CompanyJoinder Agreement”) is executing and delivering this Joinder Agreement pursuant to made as of the Company Franchise date written below by the undersigned (the “Joining Party”) in accordance with the Stockholder Support Agreement, dated as of [●]February 9, 2023 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among _________________Compute Health Acquisition Corp., a company organized under the Laws of Hong Kong (“Parent”)Delaware corporation, _______________________________Allurion Technologies, Inc., a company organized under the laws of the People’s Republic of China (“Shanghai Franchisee”)Delaware corporation, Allurion Technologies Holdings, Inc., a Delaware corporation, and PLK APAC Pte. Ltd., a company organized under the Laws of Singapore (“FRANCHISOR”)Company Stockholders set forth on Schedule I thereto. Capitalized terms used but herein and not otherwise defined in this Joinder Agreement shall have the respective meanings meaning ascribed to them in the Company Franchise Support Agreement. Parent The Joining Party hereby acknowledges, agrees, confirms, represents and warrants that he, she or it is an institutional “accredited investor” (within the Company jointly meaning of Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Exhibit A hereto. The Joining Party acknowledges and severally represent and warrant to FRANCHISOR agrees that the Company shares of Pubco Common Stock that the Joining Party will receive as consideration for his, her or its Subject Shares pursuant to Section 2.1(a)(xv) of the Business Combination Agreement (the “Applicable Pubco Shares”) are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Applicable Pubco Shares will not be registered under the Securities Act at the time of issuance and that the Surviving Corporation is not required to register the Applicable Pubco Shares except as set forth in the Business Combination Agreement. The Joining Party acknowledges and agrees that such Applicable Pubco Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Joining Party absent an entity: effective registration statement under the Securities Act (including the Resale Registration Statement (as defined in the Business Combination Agreement)), except (i) established in to the Territory; Surviving Corporation or a subsidiary thereof, (ii) approved by FRANCHISOR pursuant to an applicable exemption from the registration requirements of the Securities Act, and, in each of clauses (i)-(ii), in accordance with the any applicable provisions securities laws of the Company Franchise Agreement; (iii) owned 100% by Parent states and other jurisdictions of the United States, and that any certificates or account entries representing the Applicable Pubco Shares shall contain a wholly-owned subsidiary restrictive legend to such effect. The Joining Party acknowledges and agrees that the Applicable Pubco Shares will be subject to these securities law transfer restrictions, and as a result of Parent; (iv) which will operate Franchised Restaurants these transfer restrictions, the Joining Party may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Applicable Pubco Shares and may be required to bear the financial risk of an investment in the Territory; Applicable Pubco Shares for an indefinite period of time. The Joining Party acknowledges and agrees that the Applicable Pubco Shares will not be immediately eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year following the filing of certain required information with the Commission after the Closing Date (v) which as defined in the Business Combination Agreement). The Joining Party acknowledges and agrees that he, she or it has executed been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Applicable Pubco Shares. The Joining Party hereby acknowledges, agrees and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering confirms that, by its execution of this Joinder Agreement, the Company hereby agrees Joining Party shall be deemed to become be a party to, to be bound byand a “Company Stockholder” under, the Support Agreement as of the date hereof and to comply with shall have all of the rights and obligations set forth in of a Company Stockholder as if it had executed the Company Franchise Agreement as Franchisee thereunderSupport Agreement. In connection therewithThe Joining Party hereby ratifies, effective as of the date hereof, and agrees to be bound by, all of the Company hereby makes the representations terms, provisions and warranties conditions contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise Support Agreement.
Appears in 1 contract
Samples: Stockholder Support Agreement (Allurion Technologies Holdings, Inc.)
FORM OF JOINDER AGREEMENT. [●] THIS JOINDER AGREEMENT (“Company”) is executing and delivering this Joinder Agreement pursuant to the Company Franchise "Agreement"), dated as of [●]_____________, by and among 199_, is entered into between _____________________, a company organized ___________________ (the "New Subsidiary") and NATIONSBANK, N.A., in its capacity as Agent (the "Agent") under that certain Credit Agreement, dated as of December 15, 1997, among Highwoods/Forsyth Limited Partnership (the "Borrower"), Highwoods Properties, Inc., the Subsidiaries of the Borrower and Highwoods Properties, Inc., the Lenders party thereto and the Agent (as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. The New Subsidiary and the Agent, for the benefit of the Lenders, hereby agree as follows:
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Credit Party under the Laws Credit Agreement and a "Guarantor" for all purposes of Hong Kong the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (“Parent”a) all of the representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement, (b) all of the affirmative and negative covenants set forth in Sections 7 and 8 of the Credit Agreement and (c) all of the guaranty obligations set forth in Section 4 of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 4.7 of the Credit Agreement, hereby guarantees, jointly and severally with the other Guarantors, to the Agent and the Lenders, as provided in Section 4 of the Credit Agreement, the prompt payment and performance of the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Credit Party Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
2. The address of the New Subsidiary for purposes of Section 11.1 of the Credit Agreement is as follows: ____________________________ ____________________________ ____________________________ _______________________________, a company organized
3. The New Subsidiary hereby waives acceptance by the Agent and the Lenders of the guaranty by the New Subsidiary under the laws Credit Agreement upon the execution of this Agreement by the People’s Republic New Subsidiary.
4. This Agreement may be executed in any number of China (“Shanghai Franchisee”)counterparts, and PLK APAC Pte. Ltd., a company organized under the Laws each of Singapore (“FRANCHISOR”). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Company Franchise Agreement. Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has when so executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreementshall be an original, the Company hereby agrees to become a party to, to be bound by, and to comply with the rights and obligations set forth in the Company Franchise Agreement as Franchisee thereunder. In connection therewith, effective as of the date hereof, the Company hereby makes the representations and warranties contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for but all of which shall constitute one and the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereundersame instrument.
5. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise AgreementTHIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
Appears in 1 contract
FORM OF JOINDER AGREEMENT. [●—] (the “CompanyJoinder Party”) is executing and delivering this Joinder Agreement pursuant to the Company Franchise Framework Agreement, dated as of [●]July 29, 2011 (the “Framework Agreement”), by and among _________________Alibaba Group Holding Limited, a company organized under the Laws laws of Hong Kong the Cayman Islands (“ParentAlibaba”), _______________________________SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Shanghai Franchisee”)China, and PLK APAC Pte. APN Ltd., a company organized under the Laws laws of Singapore (“FRANCHISOR”)the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, the Joinder Parties, and solely with respect to the Sections referred to in Section 10.05 therein, Xxxx Xx Yun and Xxxxxx Xxxxx Xxxx. Capitalized terms used but not defined in this Joinder Agreement shall herein have the respective meanings ascribed to them in the Company Franchise Agreement. Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Framework Agreement. By executing this Joinder Agreement and delivering this Joinder Agreementit to Alibaba, the Company Joinder Party hereby agrees to become a party to, to be bound by, and to comply with the rights provisions of the Framework Agreement and obligations set forth the terms of each the Transaction Documents applicable to the Zhejiang Alibaba E-Commerce Co., Ltd. Shareholders in the Company Franchise Agreement same manner as Franchisee thereunder. In connection therewith, effective as of if the date hereof, the Company hereby makes the representations and warranties contained in the Company Franchise AgreementJoining Party had been an original party thereto. The Company will execute and deliver Joinder Party agrees to FRANCHISOR a Unit Addendum in refrain from taking any actions that would directly or indirectly (with or without the form passage of Schedule B time) cause the Zhejiang Alibaba E-Commerce Co., Ltd. Shareholders to fail to satisfy such obligations under the Framework Agreement or any Transaction Documents thereto. Each Party to the Company Franchise Framework Agreement with respect is intended to each Franchised Restaurant owned be a third party beneficiary to this Joinder Agreement and operated by the Company. The Company hereby acknowledges shall be entitled to rely upon, and agrees that, upon the execution and delivery of enforce this Joinder Agreement, to the Company will be jointly and severally liable with Parentsame extent as if it is a signatory hereto. [Remainder of Page Intentionally Left Blank] Accordingly, Shanghai Franchisee and all other Approved Subsidiaries for all each of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with undersigned has executed this Joinder Agreement shall be governed byas of the day of , 20 . JOINDER PARTY ALIBABA GROUP HOLDING LIMITED By: By: Name: Name: Title: Title: ZHEJIANG ALIBABA E-COMMERCE CO., LTD. By: Name: Title: and interpreted in accordance that the undersigned is familiar with the substantive Laws terms of the [Framework Agreement, dated as of July 29, 2011 (the “Framework Agreement”), by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a company organized under the laws of the People’s Republic of China] without regard , APN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a company organized under the laws of the People’s Republic of China, solely with respect to conflicts the Sections referred to in Section 10.05 therein, Xxxx Xx Yun and Xxxxxx Xxxxx Xxxx, and the Joinder Parties. The undersigned hereby agrees that the interest of law principles. Any Dispute arising out the undersigned’s spouse in all property which is the subject of this Joinder such Framework Agreement shall be settled irrevocably bound by arbitration the terms of such Framework Agreement and by any amendment, modification, waiver or termination signed by the undersigned’s spouse. The undersigned further agrees that the undersigned’s interest, including any marital property interest or right to an elective share, in accordance with clause 18.2 all property which is the subject of such Framework Agreement shall be irrevocably bound by the terms of such Framework Agreement, and that such Framework Agreement shall be binding on the executors, administrators, heirs and assigns of the Company Franchise undersigned. The undersigned further authorizes the undersigned’s spouse to amend, modify or terminate such Framework Agreement., or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by the undersigned’s spouse shall be binding on the interest of the undersigned, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: , 20 Name: Dated this [—] day of [—], [—] [—] 1. Interpretation 2 2. Mortgagors Representations and Warranties 4 3. [Reserved] 5
Appears in 1 contract
FORM OF JOINDER AGREEMENT. [●—] (the “CompanyJoinder Party”) is executing and delivering this Joinder Agreement pursuant to the Company Franchise Framework Agreement, dated as of [●]July 29, 2011 (the “Framework Agreement”), by and among _________________Alibaba Group Holding Limited, a company organized under the Laws laws of Hong Kong the Cayman Islands (“ParentAlibaba”), _______________________________SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Shanghai Franchisee”)China, and PLK APAC Pte. APN Ltd., a company organized under the Laws laws of Singapore (“FRANCHISOR”)the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China, the Joinder Parties, and solely with respect to the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai. Capitalized terms used but not defined in this Joinder Agreement shall herein have the respective meanings ascribed to them in the Company Franchise Agreement. Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Framework Agreement. By executing this Joinder Agreement and delivering this Joinder Agreementit to Alibaba, the Company Joinder Party hereby agrees to become a party to, to be bound by, and to comply with the rights provisions of the Framework Agreement and obligations set forth the terms of each the Transaction Documents applicable to the Zhejiang Alibaba E-Commerce Co., Ltd. Shareholders in the Company Franchise Agreement same manner as Franchisee thereunder. In connection therewith, effective as of if the date hereof, the Company hereby makes the representations and warranties contained in the Company Franchise AgreementJoining Party had been an original party thereto. The Company will execute and deliver Joinder Party agrees to FRANCHISOR a Unit Addendum in refrain from taking any actions that would directly or indirectly (with or without the form passage of Schedule B time) cause the Zhejiang Alibaba E-Commerce Co., Ltd. Shareholders to fail to satisfy such obligations under the Framework Agreement or any Transaction Documents thereto. Each Party to the Company Franchise Framework Agreement with respect is intended to each Franchised Restaurant owned be a third party beneficiary to this Joinder Agreement and operated by the Company. The Company hereby acknowledges shall be entitled to rely upon, and agrees that, upon the execution and delivery of enforce this Joinder Agreement, to the Company will be jointly and severally liable with Parentsame extent as if it is a signatory hereto. Accordingly, Shanghai Franchisee and all other Approved Subsidiaries for all each of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with undersigned has executed this Joinder Agreement shall be governed byas of the day of , 20 . JOINDER PARTY ALIBABA GROUP HOLDING LIMITED By: By: Name: Name: Title: Title: ZHEJIANG ALIBABA E-COMMERCE CO., LTD. By: Name: Title: and interpreted in accordance that the undersigned is familiar with the substantive Laws terms of the [Framework Agreement, dated as of July 29, 2011 (the “Framework Agreement”), by and among Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (“Alibaba”), SOFTBANK CORP., a Japanese corporation and shareholder of Alibaba, Yahoo! Inc., a Delaware corporation and shareholder of Alibaba, Xxxxxx.xxx Co., Ltd., a company organized under the laws of the People’s Republic of China] without regard , APN Ltd., a company organized under the laws of the Cayman Islands, Zhejiang Alibaba E-Commerce Co., Ltd., a company organized under the laws of the People’s Republic of China, solely with respect to conflicts the Sections referred to in Section 10.05 therein, Jack Ma Yun and Joseph Chung Tsai, and the Joinder Parties. The undersigned hereby agrees that the interest of law principles. Any Dispute arising out the undersigned’s spouse in all property which is the subject of this Joinder such Framework Agreement shall be settled irrevocably bound by arbitration the terms of such Framework Agreement and by any amendment, modification, waiver or termination signed by the undersigned’s spouse. The undersigned further agrees that the undersigned’s interest, including any marital property interest or right to an elective share, in accordance with clause 18.2 all property which is the subject of such Framework Agreement shall be irrevocably bound by the terms of such Framework Agreement, and that such Framework Agreement shall be binding on the executors, administrators, heirs and assigns of the Company Franchise undersigned. The undersigned further authorizes the undersigned’s spouse to amend, modify or terminate such Framework Agreement., or waive any rights thereunder, and that each such amendment, modification, waiver or termination signed by the undersigned’s spouse shall be binding on the interest of the undersigned, including any marital property interest or right to an elective share, in all property which is the subject of such Framework Agreement and on the executors, administrators, heirs and assigns of the undersigned, each as fully as if the undersigned had signed such amendment, modification, waiver or termination. Dated: , 20 Name: Dated this [—] day of [—], [—]
Appears in 1 contract
Samples: Framework Agreement (Yahoo Inc)
FORM OF JOINDER AGREEMENT. [●] (“Company”) is executing and delivering this Joinder Agreement pursuant to the Company Franchise AgreementThis JOINDER AGREEMENT, dated as of [●], by and among _________________], is delivered pursuant to Section 9.6 of the Guaranty and Security Agreement, dated as of January 29, 2010 (the “Guaranty and Security Agreement”), by and among Countryplace Acceptance Corporation, a Nevada corporation (“CPA”), Countryplace Mortgage, LTD., a Texas limited partnership (“CPM”), CountryPlace Mortgage Holdings, LLC, a Delaware limited liability company organized under (“Mortgage SPV”, together with CPM and CPA, the Laws of Hong Kong “Borrowers” and each individually a “Borrower”), Palm Harbor Homes, Inc., a Florida corporation (“Parent”), _______________________________Countryplace Acceptance G.P., LLC, a Texas limited liability company organized under the laws of the People’s Republic of China (“Shanghai FranchiseeGP LLC”), and PLK APAC Pte. Ltd.Countryplace Acceptance L.P., LLC, a Delaware limited liability company organized under the Laws of Singapore (“FRANCHISORLP LLC” and, together with Parent, GP LLC, each of the other entities that becomes a party thereto pursuant to Section 9.6 thereof and the Borrowers, the “Grantors”), in favor of Virgo Service Company LLC, a Delaware limited liability company (“Virgo”), as administrative agent and collateral agent. Capitalized terms used but not herein without definition are used as defined in this Joinder Agreement shall have the respective meanings ascribed to them in the Company Franchise Agreement. Parent Guaranty and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Security Agreement. By executing and delivering this Joinder Agreement, the Company undersigned, as provided in Section 9.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to become a party to, to be bound by, as a Grantor for the purposes of the Guaranty and to comply with the rights and obligations Security Agreement. The information set forth in Annex 1-A is hereby added to the Company Franchise information set forth in Schedules 1 through 5 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement as Franchisee thereunder. In connection therewith, effective as may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the date hereof, Collateral referred to in the Company Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The undersigned hereby makes represents and warrants that each of the representations and warranties contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all Article IV of the liabilities Guaranty and obligations Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise Agreementsuch date.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Palm Harbor Homes Inc /Fl/)
FORM OF JOINDER AGREEMENT. [●] The undersigned hereby agrees, effective as of the date of this Joinder Agreement, to become a party to that certain Third Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement”) dated as of February 10, 2021 and as may be further amended and/or restated from time to time by and among Sprout Foods, Inc. (the “Company”), and the other parties named therein, including the Call Option Terms (as defined in the Stockholders’ Agreement) is executing and delivering as a Call Option Grantor (as defined in the Stockholders’ Agreement). Capitalized terms used but not defined in this Joinder Agreement pursuant shall have the meanings ascribed to such terms in the Stockholders’ Agreement. The undersigned acknowledges and agrees that (a) the Equity Equivalent issued or Transferred to the Company Franchise undersigned shall continue to be subject to the Stockholders’ Agreement, dated including the Call Option Terms, (b) as to such Equity Equivalents the undersigned shall be bound by the restrictions of [●]the Stockholders’ Agreement, by including the Call Option Terms, and among shall take such other actions and execute such other documents as the Company reasonably requests, and (c) for all purposes of the Stockholders’ Agreement, the undersigned shall be included within the term “Stockholder” and for all purposes of the Call Option Terms, the undersigned shall be included within the term “Call Option Grantor”. Date: _________________, a company organized under the Laws of Hong Kong (“Parent”), _____________________________ ___, a company organized under 20___ Print Name: (Note: If the laws of Stockholder is an entity, print entity name.) Sign Name: Print Title: (Note: If the People’s Republic of China Stockholder is an entity, print signatory title. If the Stockholder is an individual, leave this line blank.) Address: Email: Facsimile No: These call option terms (these “Shanghai FranchiseeCall Option Terms”)) are incorporated by reference into, and PLK APAC Pte. Ltd.made an integral part of, a company organized under the Laws of Singapore Third Amended and Restated Stockholders’ Agreement to which these Call Option Terms are attached (the “FRANCHISORAgreement”). Capitalized All capitalized terms used but not defined in on this Joinder Agreement Exhibit A shall have the respective meanings ascribed meaning given to them in the Company Franchise Agreement. Parent and Each Stockholder other than Neptune is sometimes referred to herein as a “Grantor”. MSEC is sometimes referred to herein as the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreement, the Company hereby agrees to become a party to, to be bound by, and to comply with the rights and obligations set forth in the Company Franchise Agreement as Franchisee thereunder. In connection therewith, effective as of the date hereof, the Company hereby makes the representations and warranties contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise Agreement“Grantors’ Representative”.
Appears in 1 contract
Samples: Stockholders’ Agreement (Neptune Wellness Solutions Inc.)