Lender Acknowledgements. Xxxxxx acknowledges and agrees that as of the date hereof:
a. The outstanding principal of the Note as of the date hereof is $42,049,906.18;
b. No payment default under the Operative Documents has occurred and is continuing; and
c. to Lender’s actual knowledge, no other default under the Operative Documents has occurred and is continuing.
Lender Acknowledgements. 54 9.19 Releases of Liens.............................................. 54 9.20 Confidentiality................................................ 55 9.21
Lender Acknowledgements. Each Lender hereby acknowledges that it will not have any recourse to the stock or assets of the Parent or any other Restricted Subsidiary (other than any Pledgor).
Lender Acknowledgements. This Agreement and all other Loan Documents are subject to the Applicable Gaming Laws. Lender acknowledges and understands that (a) it is subject to being called forward by applicable Gaming Authorities, in their discretion, for licensing or a finding of suitability as a lender to a gaming licensee; (b) all rights, remedies and powers in or under this Agreement and the other Loan Documents with respect to the Collateral (including the Stock Pledges) and the ownership and disposition of Gaming Equipment may be exercised only to the extent that the exercise thereof does not violate any mandatory provision of such Applicable Gaming Laws; and
Lender Acknowledgements. Each Member hereby acknowledges and agrees that the Company may, at any time, without further notice to or consent from a Member (except to the extent otherwise provided in this Agreement), grant security over and, in connection therewith, transfer its right to draw down Capital Commitments from the Member pursuant to, and in accordance with the terms and conditions of, such Member’s Subscription Agreement, and the Company’s right to receive the purchase price for Common Units thereunder to lenders or other creditors or holders of other obligations or guarantees of the Company, in connection with any indebtedness, guarantee or surety of the Company (such right of the Company with respect to the Subscriber, collectively, the “Assigned Rights”); provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to the applicable Subscription Agreement.
Lender Acknowledgements. Lender acknowledges and agrees that (i) notwithstanding anything contained in this Agreement, the Lender Warrant, the Existing Convertible Notes or the August Agreement and Amendment to the contrary, the Company shall not issue, upon exercise of the Lender Warrant, an aggregate number of shares of Common Stock which, when aggregated with any other shares of Common Stock issued to the Lender (or any affiliate of the Lender) after the date of the August Agreement and Amendment as Fee Shares (as defined in the Existing Convertible Notes), upon prior conversion after the date of the August Agreement and Amendment of any of the Convertible Notes (as defined below), in payment after the date of the August Agreement and Amendment of demand rights under the Consent Fee Note or upon prior exercise of the Lender Warrant would exceed 19.99% of the Company's issued and outstanding shares of Common Stock as of the date of the August Agreement and Amendment, if such issuance would be in violation of applicable Nasdaq Global Market rules, (ii) to its actual knowledge, without inquiry, as of the date hereof no Event of Default has occurred and is continuing under the Existing Convertible Notes or Consent Fee Note, and (iii) provided that the Company delivers the Cash Payment and Lender Warrant on or before November 3, 2011, an Event of Default will not have occurred under the Existing Convertible Notes or the Consent Fee Note as a result of the failure of the Company to pay the Accreted Principal Amount (as defined in the Existing Convertible Notes) or, if less, the outstanding principal amount of the Existing Convertible Notes, together with all accrued and unpaid interest on the principal amount being repaid, to the Lender on or before October 31, 2011.
Lender Acknowledgements a) The Lender acknowledges, as of the Effective Date of this Term Loan Agreement, that all obligations under the Euoko Term Loan and the HVPS Term Loan have been fulfilled and that no further obligations exist. For further clarification, all future introduction fees and royalty fees, as of the Effective Date of this Term Loan Agreement, under the Euoko Term Loan and the HVPS Term Loan now forms part of the royalty fee as negotiated under paragraph (1)(f)(i).
b) The Lender further acknowledges, as of the Effective Date of this Term Loan Agreement, that all royalty fee obligations under the Share Purchase Agreement have been fulfilled and that no further royalty fee obligation exists. For further clarification, all future royalty fees, as of the Effective Date of this Term Loan Agreement, under the Share Purchase Agreement now forms part of the royalty fee as negotiated under paragraph (1)(f)(i).
c) For further clarification, the Lender acknowledges this Term Loan Agreement replaces all other duties, obligations and amounts owing by the Borrower, Euoko and HVPS, that this Term Loan Agreement replaces the Share Purchase Agreement, the Euoko Term Loan and the HVPS Term Loan (the “Previous Agreements”) in their entirety and that the Lender release the Borrower, Euoko and HVPS from any future obligations, amounts owing or liabilities flowing from the Previous Agreements.
Lender Acknowledgements. Lender acknowledges and agrees that notwithstanding anything contained in this Agreement, the Lender Warrant (as defined in the November Agreement and Amendment), the Convertible Notes (as defined in the November Agreement and Amendment), the November Agreement and Amendment or the August Agreement and Amendment to the contrary, the Company shall not issue, in satisfaction of a payment demand made under the Consent Fee Note, an aggregate number of shares of Common Stock which, when aggregated with any other shares of Common Stock issued to the Lender (or any affiliate of the Lender) after the date of the August Agreement and Amendment as Fee Shares (as defined in the Convertible Notes), upon prior conversion after the date of the August Agreement and Amendment of any of the Convertible Notes, or upon prior exercise of the Lender Warrant would exceed 19.99% of the Company's issued and outstanding shares of Common Stock as of the date of the August Agreement and Amendment, if such issuance would be in violation of applicable Nasdaq Global Market rules.
Lender Acknowledgements. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding, each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:
(a) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,
(b) the transaction exemption set forth in one or more PTEs, such as PTE 84¬14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(c) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lxxxxx’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or
(d) such other representation, warranty and covenant as may be agreed in writing between the A...
Lender Acknowledgements. Each Lender party hereto acknowledges and agrees as follows:
(a) neither the Administrative Agent nor any of its Affiliates, makes or has made any recommendation as to whether or not such Lender should participate in the Loan Purchase Offer nor shall the decision by the Administrative Agent or any of its Affiliates to participate, or to not participate, in the Loan Purchase Offer in its capacity as a Lender be deemed to constitute such a recommendation;
(b) such Lender has made its own decision as to whether or not to participate in the Loan Purchase Offer and, if it decides to participate in the Loan Purchase Offer, the principal amount of the Loans which will be Submitted Loans (as defined in Annex A (Loan Purchase Offer Procedures) hereto). In addition, such Lender is responsible for consulting its own attorney, business advisor or tax advisor as to the legal, business, tax and related matters concerning its participation in the Loan Purchase Offer; and
(c) in the event that such Lender has determined for itself not to access any information of the type set forth in Section 5 (Borrower Information Representations) disclosed by the Borrower, such Lender acknowledges that, in connection with its participation in the Loan Purchase Offer and execution of this Amendment, (i) other Lenders may have availed themselves of such information and (ii) none of the Borrower, the Administrative Agent nor any of their respective Affiliates has any responsibility for such Lender’s decision to limit the scope of the information it has obtained in connection with its evaluation of the Loan Purchase Offer or this Amendment. None of the Administrative Agent or any of its Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Group Members or any of their affiliates (whether contained in any document delivered in connection with the Loan Purchase Offer, this Amendment or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information.
