Notices, Counterparts, Governing Law and Enforcement Sample Clauses

Notices, Counterparts, Governing Law and Enforcement. The provisions of clause 17 (Notices), clause 20.5 (Counterparts) and clause 21 (Law and Jurisdiction) of the Loan Agreement shall apply to this Supplemental Agreement as if they are set out in full and as if (a) references to each Party are references to each party to this Supplemental Agreement, (b) references to the Finance Documents include this Supplemental Agreement and (c) references to the Borrower are references to each Security Party. Schedule 1 First Effective Date Confirmation To: Cerise Shipping Corp. TMS Tankers Ltd. Lilac Shipmanagement S.A. We, Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft, refer to the fifth supplemental agreement dated 2018 (the “Fifth Supplemental Agreement”) relating to a secured loan agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012 as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018 (the “Loan Agreement”) made between Cerise Shipping Corp. as borrower and ourselves as the lender in respect of a loan to the Borrower from us of up to (i) thirty million Dollars ($30,000,000) and (ii) sixty per cent of the Fair Market Value (as defined in the Loan Agreement) of m.v. “BOTAFOGO”. We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Fifth Supplemental Agreement have been satisfied. In accordance with Clause 2.1 of the Fifth Supplemental Agreement the First Effective Date is the date of this confirmation. Dated 2018 Signed: For and on behalf of Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft Schedule 2 Second Effective Date Confirmation To: Cerise Shipping Corp. TMS Tankers Ltd. Lilac Shipmanagement S.A. We, Deutsche Bank Aktiengesellschaft Filiale Deutschlandgeschäft, refer to the fifth supplemental agreement dated 2018 (the “Fifth Supplemental Agreement”) relating to a secured loan agreement dated 20 January 2010 as amended and restated by a first deed of amendment and restatement dated 8 December 2010, a second deed of amendment and restatement dated 19 October 2012 as further amended and supplemented by a third supplemental agreement dated 27 April 2016 and as further amended and supplemented by a fourth supplemental agreement dated 22 January 2018 (the “Loan Agreement”) made between Cerise Shippin...
Sample 1
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Notices, Counterparts, Governing Law and Enforcement. The provisions of clauses 33, 40, 42 and 43 of the Loan Agreement shall apply to this Supplemental Agreement as if they are set out in full and as if (a) references to each Party are references to each party to this Supplemental Agreement, (b) references to the Finance Documents include this Supplemental Agreement and (c) references to the Borrowers are references to each Obligor other than the Guarantor. Schedule 1 The Lenders Names Name of Original Lender Address of lending office Nordea Bank Abp, filial i Norge Essendrops gate 7, N-0368 Oslo, Norway Schedule 2 Effective Date Confirmation To: Taburao Shipping Company Inc. Tarawa Shipping Company Inc. Performance Shipping Inc. Trust Company Complex Ajeltake Road, Ajeltake Island Majuro Xxxxxxxx Xxxxxxx, XX00000 We, Nordea Bank Abp, filial i Norge, refer to the supplemental agreement dated 2020 (the "Supplemental Agreement") relating to a secured loan agreement dated 24 July 2019 as amended and restated by a first amendment and restatement agreement dated 23 December 2019 and a second amendment and restatement agreement dated 20 March 2020 (the "Loan Agreement") made between the above Taburao Shipping Company Inc. and Tarawa Shipping Company Inc. as the Borrowers, Performance Shipping Inc. as the Guarantor, the banks listed in it as the Lenders, ourselves as the Arranger, ourselves as the Agent, a certain party as the Swap Provider and ourselves as the Security Agent in respect of a loan to the Borrowers from the Lenders of up to $59,000,000. We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Supplemental Agreement have been satisfied. In accordance with Clauses 1.1 and 4 of the Supplemental Agreement the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective. Dated 2020 Signed: ___________________________________ For and on behalf of Nordea Bank Abp, filial i Norge Schedule 3 Conditions Precedent
Sample 1

Related to Notices, Counterparts, Governing Law and Enforcement

  • Governing law and enforcement (a) The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

  • Counterparts; Governing Law This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws.

  • Governing Law; Enforcement This Agreement and the rights and duties of the Parties hereunder shall be governed by, and construed in accordance with, the law of the State of Delaware. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the Parties: (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery in and for New Castle County in the State of Delaware (or, if such court lacks jurisdiction, any appropriate state or federal court in New Castle County in the State of Delaware), in the event of any dispute related to or arising out of this Agreement or any transaction contemplated hereby; (b) agrees not to commence any action, suit or proceeding related to or arising out of this Agreement or any transaction contemplated hereby except in such courts; (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated hereby; and (e) consents to service of process by delivery pursuant to Section 8.2 hereof.

  • Interpretation and Enforcement; Governing Law This Agreement and its interpretation and enforcement shall be governed by the laws of the State of New York applicable to contracts to be performed entirely within this state and without regard to its principles of conflicts of law. If any provision of this Agreement is deemed by an authority of competent jurisdiction to be unenforceable or contrary to applicable law, such provision shall be enforced to the maximum extent permitted by law to effect the Parties’ intentions hereunder, and the remainder of this Agreement shall continue in full force and effect. Neither the failure to insist upon strict compliance with Agreement nor any course of conduct, including without limitation failure on any Party’s part to exercise or delay in exercising any rights, shall constitute a waiver by such Party of any of its rights hereunder. No single or partial exercise by any Party of any right shall preclude any other or future exercise by any Party of any such right or the exercises by such Party of any other single or partial right. Any waiver by any party must be in writing and signed by such Party and shall be effective only for the purpose and in the specific instance for which it is given.

  • Governing Law; Severability; Counterparts This Agreement shall be construed in accordance with the laws of the State of Delaware, and the applicable provisions of the 1940 Act. To the extent that applicable law of the State of Delaware, or any of the provisions herein, conflict with applicable provisions of the 1940 Act, the latter shall control. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

  • Interpretation, Amendment and Enforcement This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or In any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in San Mateo County in connection with any Dispute or any claim related to any Dispute. * * * * * We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on May 12, 2008. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work on or before June 2, 2008. Xxxx, we’re very excited to have you join our team at Marketo. If you have any questions, please call me at 000 000 0000. Very truly yours, /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx President & CEO Marketo, Inc. I have read and accept this employment offer: /s/ Xxxxxxx X. Xxxxx Signature of Xxxxxxx X. Xxxxx Dated: May 8, 2008 Attachments Exhibit A: Proprietary Information and Inventions Agreement PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT The following confirms and memorializes an agreement that Marketo, Inc., a California corporation (the “Company”), and I (Xxxxxxx Xxxxx) have had since the commencement of my employment with the Company in any capacity and that is and has been a material part of the consideration for my employment by Company:

  • Governing Law; Counterparts (a) This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

  • HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 13.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Severability; Counterparts This Agreement may be executed 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 when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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