Joinder of Kofax Sample Clauses

Joinder of Kofax. (i) Upon the effectiveness of this Amendment, Kofax hereby becomes a party to (i) the PCA as a Seller (as defined therein) thereunder with the same force and effect as if originally named as a Seller (as defined therein) therein and, without limiting the generality of the foregoing, expressly assumes and agrees to be bound by all terms, obligations and liabilities of a Seller (as defined therein) thereunder, including the obligation to sell Originator Receivables to Lexmark Receivables Corporation, as Purchaser (as defined therein) thereunder in accordance with the terms thereof and all joint and several indemnification and other payment obligations of the Sellers (as defined therein) set forth therein, and (ii) the RPA as an Originator thereunder with the same force and effect as if originally named as an Originator therein and, without limiting the generality of the foregoing, expressly assumes and agrees to be bound by all obligations and liabilities of an Originator thereunder. 62980687 (ii) In connection with such joinder of Kofax (each capitalized term used in this clause (ii), as defined in the PCA), (a) pursuant to Section 5.02 of the PCA, to secure all obligations of Kofax and the other Sellers arising in connection with the PCA, and each other agreement entered into in connection with the PCA, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, Indemnified Amounts, payments on account of Collections received or deemed to be received, and any other amounts due the Purchaser thereunder, Kofax hereby assigns and grants to Purchaser a security interest in all of Kofax’s right, title and interest now or hereafter existing in, to and under all Receivables which do not constitute Transferred Receivables, the Related Security and all Collections with regard thereto; and (b) pursuant to Section 5.03 of the PCA, in the event that, contrary to the mutual intent of the Sellers and the Purchaser, any Purchase or contribution of Receivables under the PCA is not characterized as a sale or absolute transfer, Kofax shall, effective as of the date hereof, be deemed to have granted (and Kofax hereby does grant) to the Purchaser a first priority security interest in and to any and all Receivables, the Related Security and the proceeds thereof to secure the repayment of all amounts advanced to the Sellers under the PCA with accrued interest thereon, and this Amendment shall be deemed t...
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Related to Joinder of Kofax

  • Joinder of Guarantors Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith.

  • Joinder Agreement The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.10 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit J.

  • Joinder of Additional Guarantors The Pledgors shall cause each Subsidiary of Quest Resource Corporation which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Second Lien Term Loan Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 annexed hereto within thirty (30) Business Days on which it was acquired or created and (ii) a Perfection Certificate, in each case, within thirty (30) Business Days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, execute and deliver such documentation as the Administrative Agent shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

  • FORM OF JOINDER AGREEMENT JOINDER AGREEMENT

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent (and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the Company’s consent or which increases the obligations or reduces the rights of the Company or any other Grantor, with the consent of the Company). (c) Notwithstanding the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized Representative and the Additional First-Lien Secured Parties and Additional First-Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Additional First-Lien Security Documents applicable thereto. (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First-Lien Secured Party, the Collateral Agents may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First-Lien Obligations in compliance with the Credit Agreement and the other Secured Credit Documents.

  • Joinder Agreements If, at the option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

  • Joinder The undersigned hereby agrees (i) to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement as an “Investor” party thereto for all purposes thereunder, (ii) to be bound by and to observe all of the terms and conditions of the Voting Agreement as an “Investor” and “Stockholder” party thereto for all purposes thereunder and (iii) to be bound by and to observe all of the terms and conditions of the First Refusal and Co-Sale Agreement as an “Investor” party thereto for all purposes thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to such aforementioned agreements and to make corresponding amendments to the applicable schedules thereto. Investors that are Individuals: XXXX X. XXXXXX /s/ XXXX X. XXXXXX Signatory Name: Signatory Title: JOINDER AND SIGNATURE PAGE TO VIOLIN MEMORY, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT IN WITNESS WHEREOF, the undersigned has executed this Series D Preferred Stock Purchase Agreement as of the date first above written.

  • AMENDMENT, SUPPLEMENT AND WAIVER The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

  • Form of Joinder This JOINDER (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of , by and among Virtu Financial, Inc., a Delaware corporation (the “Corporate Taxpayer”), and (“Permitted Transferee”).

  • AMENDMENT OF GUARANTY No term or provision of this Guaranty shall be amended, modified, altered, waived or supplemented except in a writing signed by Guarantor and Counterparty.

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