Common use of Guarantor Ratification Clause in Contracts

Guarantor Ratification. Each of the undersigned hereby ratifies and affirms its obligations, and confirms its continued liability, under the Guaranty Agreement and each other Note Document to which it is a party, and agrees that the Guaranty Agreement and each other such Note Document is and shall remain in full force and effect in all respects after giving effect to the Second Amendment to Note Purchase and Private Shelf Agreement dated as of September 30, 2020 (the “Amendment”), by and among MGP Ingredients, Inc., a Kansas corporation, and the financial institutions on the signature pages thereto (collectively, the “Noteholders”), and shall continue to exist and apply to all of the Guaranteed Obligations (as defined in the Guaranty Agreement), including as such Guaranteed Obligations may be increased as a result of the Amendment. The foregoing ratification and affirmation is in addition to and shall not limit, derogate from or otherwise affect any provisions of the Guaranty Agreement. From and after the effectiveness of the Amendment, each reference in the Guaranty Agreement and the other documents delivered in connection therewith, to the Note Agreement or words of like import referring to the Note Agreement shall mean and be a reference to the Note Agreement after giving effect to the Amendment. Capitalized terms not otherwise defined herein shall have the same meanings as used in the Amendment. GUARANTORS: MGPI PROCESSING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI PIPELINE, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI OF INDIANA, LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer Guarantor Ratification of Second Amendment to

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

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Guarantor Ratification. Each of the undersigned hereby ratifies and affirms its obligations, and confirms its continued liability, under the Guaranty Agreement and each other Note Document to which it is a party, and agrees that the Guaranty Agreement and each other such Note Document is and shall remain in full force and effect in all respects after giving effect to the Second Fourth Amendment to Note Purchase and Private Shelf Agreement dated as of September 30May 14, 2020 2021 (the “Amendment”), by and among MGP Ingredients, Inc., a Kansas corporation, and the financial institutions on the signature pages thereto (collectively, the “Noteholders”), and shall continue to exist and apply to all of the Guaranteed Obligations (as defined in the Guaranty Agreement), including as such Guaranteed Obligations may be increased as a result of the Amendment. The foregoing ratification and affirmation is in addition to and shall not limit, derogate from or otherwise affect any provisions of the Guaranty Agreement. From and after the effectiveness of the Amendment, each reference in the Guaranty Agreement and the other documents delivered in connection therewith, to the Note Agreement or words of like import referring to the Note Agreement shall mean and be a reference to the Note Agreement after giving effect to the Amendment. Capitalized terms not otherwise defined herein shall have the same meanings as used in the Amendment. Each party hereto hereby agrees that this Guarantor Ratification shall be a “Note Document”. This Guarantor Ratification may be executed (including by electronic signatures 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 or the use of a paper-based recordkeeping system) in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guarantor Ratification by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Guarantor Ratification. The execution and delivery of this Guarantor Ratification shall be deemed to include electronic signatures on electronic platforms approved by the Noteholders, which shall be of the same legal effect, validity or enforceability as delivery of a manually executed signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, upon the request of any party hereto, such facsimile transmission or electronic mail transmission shall be promptly followed by the original thereof. THIS GUARANTOR RATIFICATION SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 62671720 CORE/3001926.0117/166798967.3 GUARANTORS: MGPI PROCESSING, INC. ., a Kansas corporation By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI PIPELINE, INC. ., a Kansas corporation By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI OF INDIANA, LLC LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer KY LIMESTONE HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LDL HOLDINGS DE, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LFL LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LIMESTONE BRANCH DISTILLERY, LLC, a Kentucky limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer Guarantor Ratification of Fourth Amendment to Note Purchase and Private Shelf Agreement CORE/3001926.0117/166798967.3 LMX, LLC, a Nevada limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LRD HOLDINGS LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LUX ROW DISTILLERS LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LUXCO GROUP HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer LUXCO, INC., a Missouri corporation By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer Guarantor Ratification of Fourth Amendment to Note Purchase and Private Shelf Agreement CORE/3001926.0117/166798967.3 Conformed through (1) the First Amendment to Note Purchase and Private Shelf Agreement dated as of February 14, 2020, (2) the Second Amendment toto Note Purchase and Private Shelf Agreement dated as of September 30, 2020, and (3) Third Amendment to Note Purchase and Private Shelf Agreement dated as of January 25, 2021. Annex A to Fourth Amendment to Disclaimer: This conformed copy was prepared only for the convenience of the parties and is not itself a legally binding agreement. In the event of any inconsistencies between (a) the executed Note Purchase and Private Shelf Agreement and the subsequently executed amendments thereto, and (b) this conformed copy, the executed Note Purchase and Private Shelf Agreement and amendments shall control. Note Purchase and Private Shelf Agreement CONFORMED COPY MGP Ingredients, Inc. $20,000,000 3.53% Senior Secured Notes, Series A, due August 23, 2027 $105,000,000 Private Shelf Facility (or such higher amount as authorized in accordance with Section 1.2) ______________ Note Purchase and Private Shelf Agreement ______________ Dated August 23, 2017 62676392 Table of Contents SECTION HEADING PAGE

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

Guarantor Ratification. Each of the undersigned hereby ratifies and affirms its obligations, and confirms its continued liability, under the Guaranty Agreement and each other Note Document to which it is a party, and agrees that the Guaranty Agreement and each other such Note Document is and shall remain in full force and effect in all respects after giving effect to the Second Third Amendment to Note Purchase and Private Shelf Agreement dated as of September 30January 25, 2020 2021 (the “Amendment”), by and among MGP Ingredients, Inc., a Kansas corporation, and the financial institutions on the signature pages thereto (collectively, the “Noteholders”), and shall continue to exist and apply to all of the Guaranteed Obligations (as defined in the Guaranty Agreement), including as such Guaranteed Obligations may be increased as a result of the Amendment. The foregoing ratification and affirmation is in addition to and shall not limit, derogate from or otherwise affect any provisions of the Guaranty Agreement. From and after the effectiveness of the Amendment, each reference in the Guaranty Agreement and the other documents delivered in connection therewith, to the Note Agreement or words of like import referring to the Note Agreement shall mean and be a reference to the Note Agreement after giving effect to the Amendment. Capitalized terms not otherwise defined herein shall have the same meanings as used in the Amendment. Each party hereto hereby agrees that this Guarantor Ratification shall be a “Note Document”. This Guarantor Ratification may be executed (including by electronic signatures 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 or the use of a paper-based recordkeeping system) in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Guarantor Ratification by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Guarantor Ratification. THIS GUARANTOR RATIFICATION SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 57559271 GUARANTORS: MGPI PROCESSING, INC. By: /s/ By:/s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer CFO MGPI PIPELINE, INC. By: /s/ By:/s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer CFO MGPI OF INDIANA, LLC By: /s/ By:/s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer CFO 57559271 Guarantor Ratification of Second Third Amendment to

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

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Guarantor Ratification. Each of the undersigned hereby ratifies and affirms its obligations, and confirms its continued liability, under the Guaranty Agreement and each other Note Document to which it is a party, and agrees that the Guaranty Agreement and each other such Note Document is and shall remain in full force and effect in all respects after giving effect to the Second First Amendment to Note Purchase and Private Shelf Agreement dated as of September 30February 14, 2020 (the “Amendment”), by and among MGP Ingredients, Inc., a Kansas corporation, and the financial institutions on the signature pages thereto (collectively, the “Noteholders”), and shall continue to exist and apply to all of the Guaranteed Obligations (as defined in the Guaranty Agreement), including as such Guaranteed Obligations may be increased as a result of the Amendment. The foregoing ratification and affirmation is in addition to and shall not limit, derogate from or otherwise affect any provisions of the Guaranty Agreement. From and after the effectiveness of the Amendment, each reference in the Guaranty Agreement and the other documents delivered in connection therewith, to the Note Agreement or words of like import referring to the Note Agreement shall mean and be a reference to the Note Agreement after giving effect to the Amendment. Capitalized terms not otherwise defined herein shall have the same meanings as used in the Amendment. GUARANTORS: MGPI MPGI PROCESSING, INC. By: /s/ By:____/s/ Xxxxxxx Xxxx _________________ Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI MPGI PIPELINE, INC. By: /s/ By:____/s/ Xxxxxxx Xxxx _________________ Name: Xxxxxxx Xxxx Title: Chief Financial Officer MGPI MPGI OF INDIANA, LLC By: /s/ By:____/s/ Xxxxxxx Xxxx _________________ Name: Xxxxxxx Xxxx Title: Chief Financial Authorized Officer Guarantor Ratification of Second First Amendment to

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

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