Limited Joinder Sample Clauses

Limited Joinder. (a) Lakes Entertainment, Inc. and Lakes Gaming and Resorts, LLC each join in this Agreement for the limited purpose of agreeing to be bound by the provisions of this Agreement specifically applicable to them, as well as the provisions of Articles 13, 14 and 15 (as they pertain to such provisions of continuing applicability to them). In addition, Lakes Entertainment, Inc. shall have the benefit of any rights and remedies it had prior to the execution of the Assignment and Assumption Agreement under the following sections of this Agreement: 10.3, 11.2, 12.3, 13.5 and 14.8 (as to remedies for claims for breach of its retained rights under this subsection), 15.4, 15.5, 15.6, 15.9, 15.12, 15.13, 15.14, 15.15 and 15.17. (b) Sections 10(a) and 10(c) of the Assignment and Assumption Agreement are superseded by this Agreement and the Second Amended and Restated Management Agreement and are no longer in effect.
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Limited Joinder. 18.23.1. Lakes Entertainment, Inc. and Lakes Gaming and Resorts, LLC each join in this Agreement for the limited purpose of agreeing to be bound by the provisions of this Agreement specifically applicable to them, as well as the provisions of Articles 13 and 18 (as they pertain to such provisions of continuing applicability to them). In addition, Lakes Entertainment, Inc. shall have the benefit of any rights and remedies it had prior to the execution of the Assignment and Assumption Agreement as of October 16, 2000 under the following sections of this Agreement: 9.2, 10.2, 11.3, 12.5, 13.8 (as to remedies for claims for breach of its retained rights under this subsection), 13.11(b) (limited to claims relating to the period before such date of the Assignment and Assumption Agreement), 18.2, 18.3, 18.5, 18.7, 18.9, 18.10, 18.12, 18.14, 18.15, 18.17, 18.18, 18.19, 18.20, 18.21 and 18.22. 18.23.2. Sections 10(a) and 10(d) of the Assignment and Assumption Agreement are superseded by this Agreement and the Development Agreement and are no longer in effect. [The rest of this page is intentionally left blank. The next page is the signature page.]
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Limited Joinder. 62 LIST OF EXHIBITS Exhibit A Gaming Site Exhibit B Pending Band Litigation THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT has been entered into as of December 22, 2004, by and between the POKAGON BAND OF POTAWATOMI (the "Band"), and GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited liability company (f/k/a Great Lakes of Michigan, LLC) ("Manager" or "Great Lakes") for the operation of a gaming facility in the State of Michigan.
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Limited Joinder. Notwithstanding anything contained herein to the contrary, Xxxxxxxx Group and Xxxxxx III are joining in this Agreement for the sole purpose of using their commercially reasonable best efforts to cause the Distribution to be made by Xxxxx as soon as is reasonably practicable and otherwise to give effect to the transactions described herein or contemplated hereby as provided in Section 1.1 hereof, granting the proxies as provided in Section 9 hereof, agreeing to the releases and the other provisions of Section 14 hereof, and, with respect to Xxxxxx III, resigning his positions with new Primal as provided in Section 19 hereof; and XxXxxxxxx is joining in this Agreement for the sole purpose of using his commercially reasonable best efforts to cause the Distribution to be made by Xxxxx as soon as is reasonably practicable and otherwise to give effect to the transactions described herein or contemplated hereby as provided in Section 1.1 hereof, agreeing to the releases and the other provisions of Section 14 hereof, and resigning his positions with New Primal as provided in Section 19 hereof. None of such parties shall have any obligations hereunder of any nature whatsoever except as expressly provided in those Sections. Recruit CEO Recruit VP Sales Rework management contracts with Xxxxx Board approval Obtaining of additional financing Option plan Potential M&A activities Independent board member search Business plan re-write PPM re-write Secure bank working capital line of credit Secure equipment financing Secure a new office lease for Primal Potentially change law firm Other potential executive hires Board expansion after the Distribution in connection with new financing Grant of option to employees, subject to the Distribution Finalization of 2000 executive bonus plan IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. XXXXX COMMUNICATIONS, INC. By: /s/ Xxxx X. XxXxxxxxx Xxxx X. XxXxxxxxx Vice President PRIMAL SOLUTIONS, INC. By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President /s/ Xxxx Xxxxxx Xxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx /s/ Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx /s/ Xxxx Xxxxx 7/31/2000 Xxxx Xxxxx /s/ Xxxxxx Xxxxxxxxxx 07/31/00 Xxxxxx Xxxxxxxxxx /s/ Xxxxxx Xxxxx 7/31/2000 Xxxxxx Xxxxx XXXXXXXX GROUP, INC. By: /s/ Xxxxxx X. Xxxxx, Xx Name: XXXXXX X. XXXXX, Xx Title: Managing Director /s/ Xxxxxxx X. Xxxxxx, III Xxxxxxx X. Xxxxxx, III /s/ Xxxx X. XxXxxxxxx Xxxx X....
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Limited Joinder. In order to induce Lender to make the Loan, the undersigned Guarantor has agreed to enter into this Limited Joinder in connection with that certain Loan Agreement (as amended, modified, restated, extended, waived, supplemented or replaced from time to time, the "Loan Agreement") dated September 23, 2013 between TS New Bern, LLC, a Delaware limited liability company, successor by merger with Nxxxxxx Station Holdings, LLC and Fountains at Nxxxxxx Station, LLC, each a North Carolina limited liability company (together with its successors and permitted assigns, "Borrower"), and NXT CAPITAL, LLC, a Delaware limited liability company (collectively, with its successors and assigns, "Lender"). (All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.) Guarantor (together with its successors and assigns, "Guarantor") acknowledges that without this Limited Joinder, Lender would be unwilling to make the Loan.
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Limited Joinder. Each of the Owners joins and becomes a party to this Agreement for the limited purpose of becoming and being bound by Sections 1.02, 2.01, 2.02, 2.03, 2.06, 2.07(a), 5.01, 5.05 and 11.05 and Article XII hereof, but only to the extent that such provisions expressly pertain to the Owners. No other provision of this Agreement shall bind any Owner.
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Limited Joinder. Notwithstanding anything contained herein to the --------------- contrary, Xxxxxxxx Group and Xxxxxx III are joining in this Agreement for the sole purpose of using their commercially reasonable best efforts to cause the Distribution to be made by Xxxxx as soon as is reasonably practicable and otherwise to give effect to the transactions described herein or contemplated hereby as provided in Section 11 hereof, granting the proxies as provided in Section 9 hereof, agreeing to the releases and the other provisions of Section 14 hereof, and, with respect to Xxxxxx III, resigning his positions with new Primal as provided in Section 19 hereof; and XxXxxxxxx is joining in this Agreement for the sole purpose of using his commercially reasonable best efforts to cause the Distribution to be made by Xxxxx as soon as is reasonably practicable and otherwise to give effect to the transactions described herein or contemplated hereby as provided in Section 11 hereof, agreeing to the releases and the other provisions of Section 14 hereof, and resigning his positions with New Primal as provided in Section 19 hereof. None of such parties shall have any obligations hereunder of any nature whatsoever except as expressly provided in those Sections. [The remainder of this page has been left blank intentionally. Signatures of the parties appear on the following page.]
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Limited Joinder. The representations and warranties of each of the Selling Parties shall be deemed made by the persons, jointly and severally, and solely with respect to the representations and warranties made by such Selling Party next to such person's name, as identified on Schedule 2. 2.1. Each of such persons shall execute a limited Joinder Agreement in the form attached hereto as Exhibit E at the time of the First Closing, with regard to Command and Harborview, and the Second Closing, with regard to the Operations Entities.
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Related to Limited Joinder

  • FORM OF JOINDER AGREEMENT JOINDER AGREEMENT

  • 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”).

  • 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 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.

  • Limited Consent The Subject Borrower has informed the Banks and the Agent that it may issue on or after the date hereof, on behalf of the Subject Series, one or more Revolving Demand Notes in favor of Bank of America, N.A. or other loan agreement and note(s) that may succeed such note(s) in an aggregate principal amount of $3,000,000,000 (collectively, the “Bank of America Instrument(s)”) and to incur Debt in the form of loans thereunder (the issuance of the Bank of America Instruments and the incurrence of such Debt thereunder, the “Proposed Loans”). The Subject Borrower has requested that the Agents and the Banks consent to the Proposed Loans, and the Agent and the Banks do hereby consent to the Proposed Loans; provided that: (a) the Proposed Loans shall be unsecured by any assets of the Subject Series and shall be in an aggregate principal amount not in excess of $3,000,000,000 at any time outstanding to the Subject Borrower and all other funds or other entities entitled to borrow thereunder, (b) the Proposed Loans shall be outstanding with respect to the Subject Borrower solely for the period from the date upon which the Subject Borrower shall notify the Operations Agent of any initial borrowing by such Subject Borrower under the Bank of America Instrument through December 17, 2008 (each, a “Specified Period”), (c) the Subject Borrower shall not have any outstanding Loans under the Credit Agreement during the Specified Period with respect to such Subject Borrower and such Subject Series; and (d) during the Specified Period for the Subject Borrower and such Subject Series and thereafter until the repayment in full of all Debt and other obligations owing by such Subject Borrower under the Bank of America Instruments, the Banks shall have no obligation or Commitment to make any Loans to such Subject Borrower on behalf of such Subject Series under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documents.

  • 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.

  • 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.

  • Voting Agreement and Irrevocable Proxy Section 2.1 Agreement to Vote the Subject Shares. Subject to Section 2.3, Section 2.4 and Section 2.5, Shareholder hereby unconditionally and irrevocably agrees that, during the Voting Period, at any duly called meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company, Shareholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (a) in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof), (b) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of Shareholder contained in this Agreement, and (c) against the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (i) any Company Takeover Proposal or any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement; and (ii) (A) any change in the persons who constitute the Board); (B) any material change in the present capitalization of the Company or any amendment of the Certificate of Incorporation or Bylaws; (C) any change in the Company's corporate structure or business; or (D) any other action or proposal involving the Company or any Company Subsidiary that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement or could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled. Subject to Section 2.5, Shareholder agrees not to, and shall cause its Representatives not to, enter into any agreement, commitment or arrangement with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Article II.

  • Second Amendment to Exhibit A to Services Agreement Exhibit A to the Services Agreement shall be, and here by is, supplemented with the following:

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

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