Joinder and Assumption. New Borrower is a wholly owned Subsidiary of Atricure. New Borrower hereby joins the Loan Agreement and each of the other appropriate Existing Loan Documents, and agrees to comply with and be bound by all of the terms, conditions and covenants of the Loan Agreement and each of the other appropriate Existing Loan Documents, as if New Borrower were originally named a “Borrower”, “Grantor” and/or a “Debtor” therein. Without limiting the generality of the preceding sentence, New Borrower hereby assumes and agrees to pay and perform when due all present and future indebtedness, liabilities and obligations of Borrower under the Loan Agreement, including, without limitation, the Obligations. From and after the date hereof, all references in the Existing Loan Documents to “Borrower” and/or “Debtor” shall be deemed to refer to and include New Borrower. Further, all present and future Obligations of Borrower shall be deemed to refer to all present and future Obligations of New Borrower. New Borrower acknowledges that the Obligations are due and owing to Bank from Borrower including, without limitation, New Borrower, without any defense, offset or counterclaim of any kind or nature whatsoever as of the date hereof.
Joinder and Assumption. From and after the Effective Date, New Borrower hereby absolutely and unconditionally:
Joinder and Assumption. From and after the date hereof, New Borrower hereby absolutely and unconditionally (i) joins as and becomes a party to the Loan Agreement as a Borrower thereunder and to each Financing Agreement to which Original Borrower is a party, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Loan Agreement and all other Financing Agreements, (iii) covenants and agrees to be bound by and adhere to all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower with respect to the Loan Agreement and the other Financing Agreements and all of the representations and warranties contained in the Loan Agreement and the other Financing Agreements with respect to a Borrower, and (iv) collaterally assigns and transfers to Administrative Agent (for the benefit of Lenders and itself) and hereby grants to Administrative Agent (for the benefit of Lenders and itself) a continuing first-priority security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Liabilities, subject to any applicable Intercreditor Agreements. New Borrower hereby authorizes Administrative Agent to file at any time uniform commercial code financing statements in such jurisdictions and offices as Administrative Agent deems necessary in connection with the perfection of a security interest in all of New Borrower’s now owned or hereafter arising or acquired Collateral, including, without limitation, Accounts and Deposit Accounts of New Borrower, and all proceeds and products thereof. From and after the date hereof, any reference to the term “Borrower” in the Loan Agreement and the Financing Agreements shall also include New Borrower.
Joinder and Assumption. The Additional Borrowers hereby join in and assume all of the Obligations jointly and severally with the Existing Borrowers, and the Additional Borrowers hereby covenant, promise and agree jointly and severally with the Existing Borrowers, (a) to pay to the Administrative Agent for the account of the Lenders, the principal of and interest on the Note, and all other sums payable thereunder, at the times, in the manner, and in all respects as therein provided; (b) to perform and comply with all of the terms, covenants, agreements and obligations to be performed by the Existing Borrowers under the Note, the Credit Agreement, and all other Loan Documents at the times, in the manner, and in all respects as therein provided; and (c) to be bound by each and all of the terms, covenants, agreements and obligations of the Note, the Credit Agreement, and all other Loan Documents as though said documents had originally been made, executed, and delivered by the Original Borrowers and the Additional Borrowers.
Joinder and Assumption. New Holdco hereby assumes, and hereby agrees to perform and observe, each and every one of the representations, warranties, covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities applicable to it under each of the Agreements. Upon the execution of this Joinder Agreement, New Holdco shall become a party to each of the Agreements and be bound by all of the terms and conditions set forth in the Agreements.
Joinder and Assumption. (a) OCC hereby acknowledges, agrees and confirms that, by the execution of this Joinder, it will, as if it had executed the Note and the other Loan Documents be and have all the obligations of (i) Debtors as a “Debtor” for all purposes of the Note and the other Loan Documents and this Joinder, and (ii) a party of identical capacity and obligations as Debtors to each of the Loan Documents. As of the Effective Date, OCC hereby ratifies and agrees to be bound by all of the terms, provisions and conditions contained in the Note, and the other Loan Documents which are binding upon Debtors; including, but not limited to the granting of a lien and security interest in the Collateral. OCC and each other Debtor hereby irrevocably and unconditionally: (i) agree that each is JOINTLY and SEVERALLY liable to Lender for the full and prompt payment and performance of the Indebtedness under the Loan Documents in accordance with the terms thereof; (ii) agree to fully and promptly perform all of their obligations hereunder and the other Loan Documents with respect to each loan as if such loan had been made directly to it; and (iii) agree as a primary obligation to indemnify Lender on demand for and against any loss incurred by Lender as a result of any of the indebtedness being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to Lender or any person, the amount of such loss being the amount which Lender would otherwise have been entitled to recover from any one or more of OCC, each other Debtor, and any other Person named as a Debtor under the Loan Documents from time to time. Each Debtor hereby agrees that such Debtor absolutely and unconditionally guarantees to Lender and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Indebtedness owed or hereafter owing to Lender by any Debtor. Debtor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section shall not be discharged until indefeasible payment and performance, in full, of the Indebtedness has occurred, and that its obligations under this Section shall be absolute and unconditional.
Joinder and Assumption. CMB hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it is hereby joined as a party to the Letter Agreement for all purposes, and CMB hereby assumes all of the rights and obligations of Bocimar thereunder as if it had executed the Letter Agreement.
Joinder and Assumption. (a) Each of the undersigned not previously a party to the Existing PVA hereby joins in, assumes and agrees to be bound by all terms, covenants and conditions set forth in the Existing PVA, as hereby amended (the same, as it may be further amended, supplemented or otherwise modified from time to time, the “PVA”), as if each such party were originally a party to the Existing P VA. Accordingly, effective immediately, each of the undersigned is and shall be deemed a Customer under the Existing PVA and all related instruments, agreements and documents.
Joinder and Assumption. (a) By signing this Agreement, the New Lender confirms that it has become a Lender pursuant to Section 2.10 of the Credit Agreement with a Commitment as set forth in Recital B, and will, as of the Effective Date, become a Lender under the Credit Agreement and will be bound by all terms, conditions, obligations and duties applicable to a Lender under the Credit Agreement and the other Loan Documents.
Joinder and Assumption. New Borrower is a wholly-owned
