Gentlemen Sample Clauses

Gentlemen. In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:

Gentlemen. You have requested and we have agreed to grant you a $314,000 "reload" to the machinery term loan, which advance of $314,000 shall be repayable in accordance with the terms of the Fifth Amended and Restated Promissory Note, in the original principal amount of $945,000 (the "New Note"), which shall be executed by both Phoenix and GED. The principal balance of the New Note shall be made up of a $314,000 advance to repay the amount presently outstanding to you in excess of the contractual formulas in your Financing Agreements and the sum of approximately $631,000, representing the currently unpaid principal balance of the Fourth Amended and Restated Promissory Note, in the original principal amount of $825,000, dated January 11, 1995 (the "Old Note") on which both of you are liable as co-makers. As an inducement to us to make the advance set forth above, you agree to pay to us a facility fee in the amount of $3,000, which shall be charged to your account on the date hereof. Except as hereinabove set forth, the Financing Agreements shall remain unmodified and in full force and effect. Please indicate your agreement with the foregoing by signing and returning to us the enclosed copy of this letter. Very truly yours, THE CIT GROUP/CREDIT FINANCE, INC. By: /s/ --------------------------------- Title: VICE PRESIDENT ------------------------------ AGREED: PHOENIX LABORATORIES, INC. By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ GREAT EARTH DISTRIBUTION, INC. By: /s/ Xxx Xxxx --------------------------------- Title: PRES. ------------------------------ CONFIRMED: /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx EVERGOOD PRODUCTS CORPORATION By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ FIFTH AMENDED AND RESTATED PROMISSORY NOTE $945,000 New York, New York June ____, 1996 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to pay to the order of THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation ("Payee"), at its offices located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Payee or any holder hereof may from time to time designate, the principal sum of NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($945,000.00) in lawful money of the United States,...

Gentlemen. As part of the sale of the shares of Common Stock of Pepper Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended.

Gentlemen. We certify through our duly authorized and acting agent that the following item [or items, as the case may be] furnished by us to the Project named in the caption was [or were, as the case may be] started up, tested, and placed in operation by our authorized field representative on [enter the date on which the field representative performed the start-up, test, and placing into operation] and is [or are, as the case may be] operating properly: [List the item or items furnished to the job. Show catalogue number or numbers.]

Gentlemen. In accordance with the provisions of SECTION 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in SECTION 3.1 of the Custodial Agreement with respect to each Receivable identified on the Receivable Schedule (the "Receivable Schedule") attached hereto dated as of May 1, 1997. The undersigned, as Custodian, confirms that the Receivable number in each Receivables File conforms to the respective Receivable number listed on the Receivable Schedule. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Receivable, Custodian holds the Receivable in its name as custodian for the benefit of [the Seller] [the Trust] [the Indenture Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Receivable was overdue or has been dishonored, (c) of evidence on the face of any Receivable or other document in the Receivables File of any security interest therein, or (d) of any defense against or claim to the Receivable by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Receivables File or the collectability, insurability, effectiveness or suitability of any Receivable. Custodian confirms that it holds each Receivable and the other documents in the related Receivables File for the benefit of [the Seller][the Trust][the Indenture Trustee]. Custodian hereby acknowledges and agrees that it is holding such Receivables now and hereafter, from time to time, in its custody or control as bailee for the [the Seller][the Trust][the Indenture Trustee], if the transfer of Receivables is deemed not to be an absolute transfer of such Receivables, subject to the continuing pledge and security interest granted by [Originator][the Seller][the Trust] to [the Seller][the Trust][the Indenture Trustee] under the [Purchase Agreement] [Sale and Servicing Agreement][Indenture]. Upon repurchase or substitution of the Receivables to which this Custodian Certification relates and payment of the applicable repurchase price, the Receivables to which this Custodian Certification relates shall be returned and released by Custodian to [the Seller][the Trust][the Indenture Trustee], and this Custodian Certification shall b...

Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for,...

Gentlemen. This certificate is submitted by the undersigned (hereinafter the "Borrower") pursuant to SECTIONS 3.1.1.10 or 5.3.4 of the Loan Agreement. Capitalized terms used herein have the same meaning as in the Loan Agreement. The Borrower hereby certifies to the Agent and the Lenders that the following information is true, accurate and complete as of , 19 .

Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCB. Based upon and subject to the foregoing, we are of the opinion that:

Gentlemen. You are hereby notified that the undersigned Lender is no longer a Lender as defined in the above referenced Servicing Control Agreement. Please acknowledge receipt of this Lender Termination Notice by executing a copy hereof as provided below and delivering it to the undersigned, with a copy to Xxxxxxxxx. XXXXXXXXX MORTGAGE HOME LOANS, INC. By:________________________________ Name: Title: [LENDER] By:________________________________ Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By:_________________________________ Name: Title: To: [SERVICERJ Re: Letter Agreement dated ____________, 200_ between ______________ ("Servicer"), Xxxxxxxxx Mortgage Home Loans, Inc. ("Xxxxxxxxx") and the Lenders from time to time party thereto (the "Servicing Control Agreement")

Gentlemen. Reference is made to the above-described Lease in which the undersigned is the Tenant. We understand that you are entering into a transaction with the Landlord which relates to, among other things, this Lease; and we hereby, as a material inducement for you to enter into such transaction with Landlord, represent that: