Common use of Guarantor Acknowledgment Clause in Contracts

Guarantor Acknowledgment. Each Guarantor, by signing this Amendment: (i) consents and agrees to and acknowledges the terms of this Amendment; (ii) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (iii) represents and warrants to the Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the Credit Agreement.

Appears in 7 contracts

Samples: Credit Agreement (Nn Inc), Credit Agreement (Nn Inc), Credit Agreement (Nn Inc)

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Guarantor Acknowledgment. Each GuarantorWith respect to the modifications to the Term Loan Agreement effected by this Agreement, by signing this Amendment: (i) consents each Guarantor hereby acknowledges and agrees to this Agreement and acknowledges the terms of this Amendment; (ii) acknowledges confirms and agrees that all of the Loan Documents Subsidiary Guarantee (as modified and supplemented prior to which such Guarantor the date hereof and in connection with this Agreement) is a party or otherwise bound and shall continue to be, in full force and effect and that is hereby ratified and confirmed in all of such Guarantor’s obligations thereunder shall be valid respects except that, upon the effectiveness of, and enforceable on and shall not be impaired or limited by after the execution or effectiveness date of this Amendment; (iii) represents and warrants Agreement, each reference in the Subsidiary Guarantee to the Administrative Agent Term Loan Agreement, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement as amended or modified prior to the date hereof and by this Agreement. Although the Incremental Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that all representations and warranties made by such Guarantor and contained in this Amendment no Incremental Lender has any duty under the Term Loan Agreement, the Subsidiary Guarantee or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that agreement with any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to so notify any future amendments Guarantor or modifications to the Credit Agreementseek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.

Appears in 2 contracts

Samples: Incremental Loan Agreement (Nauticus Robotics, Inc.), Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)

Guarantor Acknowledgment. Each Guarantor, by signing this Amendment: (i) consents and agrees to and acknowledges the terms of this Amendment; (ii) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (iii) represents and warrants to the Administrative Agent and the Lenders (including the 2017 Incremental Term Lenders) that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Nn Inc)

Guarantor Acknowledgment. Each GuarantorWith respect to the modifications to the Term Loan Agreement effected by this Agreement, by signing this Amendment: (i) consents each Guarantor hereby acknowledges and agrees to this Agreement and acknowledges the terms of this Amendment; (ii) acknowledges confirms and agrees that all of the Loan Documents Subsidiary Guarantee (as modified and supplemented prior to which such Guarantor the date hereof and in connection with this Agreement) is a party or otherwise bound and shall continue to be, in full force and effect and that is hereby ratified and confirmed in all of such Guarantor’s obligations thereunder shall be valid respects except that, upon the effectiveness of, and enforceable on and shall not be impaired or limited by after the execution or effectiveness date of this Amendment; (iii) represents and warrants Agreement, each reference in the Subsidiary Guarantee to the Administrative Agent Term Loan Agreement, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement as amended or modified prior to the date hereof and by this Agreement. Although the Required Lender and the Lenders Incremental Lender have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that all representations and warranties made by such Guarantor and contained in this Amendment neither the Required Lender nor the Incremental Lender has any duty under the Term Loan Agreement, the Subsidiary Guarantee or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that agreement with any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to so notify any future amendments Guarantor or modifications to the Credit Agreementseek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)

Guarantor Acknowledgment. Each Guarantor, by signing this AmendmentAmendment Agreement: (i) consents and agrees to and acknowledges the terms of this AmendmentAmendment Agreement; (ii) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound bound, including both before and after giving effect to this Amendment Agreement, shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (iii) represents and warrants to the Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier dateAgreement; and (iviii) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment Agreement, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Loan Agreement effected pursuant to this Amendment Agreement and (B) nothing in the Credit Loan Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the Credit Loan Agreement.

Appears in 1 contract

Samples: Loan Agreement (Whole Earth Brands, Inc.)

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Guarantor Acknowledgment. Each Guarantor, With respect to the modifications to the Term Loan Agreement effected by signing this Amendment: (i) consents , each Guarantor hereby acknowledges and agrees to this Amendment and acknowledges the terms of this Amendment; (ii) acknowledges confirms and agrees that all of the Loan Documents Subsidiary Guarantee (as modified and supplemented prior to which such Guarantor the date hereof and in connection with this Amendment) is a party or otherwise bound and shall continue to be, in full force and effect and that is hereby ratified and confirmed in all of such Guarantor’s obligations thereunder shall be valid respects except that, upon the effectiveness of, and enforceable on and shall not be impaired or limited by after the execution or effectiveness date of this Amendment; (iii) represents and warrants , each reference in the Subsidiary Guarantee to the Administrative Agent Term Loan Agreement, “thereunder”, “thereof” or words of like import referring to the Term Loan Agreement, shall mean and be a reference to the Term Loan Agreement as amended or modified prior to the date hereof and by this Amendment. Although the Required Lenders have informed the Guarantors of the matters set forth above, and each Guarantor has acknowledged the same, each Guarantor understands and agrees that all representations and warranties made by such Guarantor and contained in this Amendment no Required Lender has any duty under the Term Loan Agreement, the Subsidiary Guarantee or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that agreement with any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to so notify any future amendments Guarantor or modifications to the Credit Agreementseek such an acknowledgement, and nothing contained herein is intended to or shall create such a duty as to any transaction hereafter.

Appears in 1 contract

Samples: Senior Secured Term Loan Agreement (Nauticus Robotics, Inc.)

Guarantor Acknowledgment. Each Guarantor, by signing this Amendment: (i) consents and agrees to and acknowledges the terms of this Amendment; (ii) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (iii) represents and warrants to the Administrative Agent and the Lenders (including the Incremental Term Lenders) that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent that any thereof expressly relate to an earlier date; and (iv) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (B) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments or modifications to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Nn Inc)

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