RATIFICATION AND AGREEMENT Sample Clauses

RATIFICATION AND AGREEMENT. Credit Parties hereby ratify the Loan Documents and acknowledge, agree and affirm that, from and after the Closing Date, (a) Credit Parties remain bound by all terms of the Loan Documents, as applicable, (b) Credit Parties are responsible for the continuing observance and full performance of their respective obligations pursuant to the Loan Documents and (c) the obligations of Credit Parties pursuant to the Loan Documents remain unchanged and in full force and effect, other than as expressly provided for in this Amendment.
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RATIFICATION AND AGREEMENT. THIS AGREEMENT made and entered into this 23rd day of March, 2023 by and between the Belmond- Xxxxxx Community School District and the Belmond-Xxxxxx Education Association consisting of Articles 1 through 5, inclusive.
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RATIFICATION AND AGREEMENT. Upon the occurrence of a Disposition Default, and prior to the implementation of the procedures set forth in Article II above the Repo Purchaser, the Note A Indenture Trustee, or the Note B Indenture Trustee may give prompt written notice to the other parties of their election to utilize the procedures set forth herein for determining the deficiency claims (or surplus amounts); provided, however, that such valuation procedures shall be utilized only if all parties hereto provide written consent to the use of such procedures to all parties to this Agreement within ten (10) Business Days of receipt of such election. To do so, each party hereto must execute and deliver an agreement, acknowledgement, consent, confirmation and waiver (the "Consent and Waiver") as may be reasonably requested jointly by the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee, and CMI and as otherwise may be necessary or required, to both ratify and affirm their collective agreement to determine such deficiency claims (or surplus) pursuant to the terms, conditions and procedures of said Article II and to waive any and all rights to otherwise determine such deficiency claims of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee, or any surplus amounts owing to CMI whether under the applicable provisions of the Uniform Commercial Code or in any manner other than as set forth in said Article II. Any party's failure to execute and deliver the Consent and Waiver within ten (10) Business Days after receipt thereof following the occurrence of a Disposition Default shall constitute a waiver and termination of the rights and benefits provided for under this Agreement and the Repo Purchaser, the Note A Indenture Trustee the Note B Indenture Trustee, and CMI shall be released from any obligations hereunder and shall thereupon be free to pursue the determination of their respective deficiency claims against or right to any surplus amounts without regard to this Agreement. This Agreement and all terms and conditions hereof are intended to be an optional method of determining and resolving any disputes among the parties hereto regarding valuation of the Sale Collateral and the respective interests of the Repo Purchaser, the Note A Indenture Trustee and the Note B Indenture Trustee therein and the determination of (i) any deficiency claims that the Repo Purchaser, the Note A Indenture Trustee or the Note B Indenture Trustee, as the case ma...
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Related to RATIFICATION AND AGREEMENT

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Ratification and Affirmation Borrower hereby acknowledges the terms of this Amendment and ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect.

  • Ratification and Confirmation of Agreement In the event of a conflict between the terms of this Amendment and the Agreement, it is the intention of the parties that the terms of this Amendment shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment, the parties hereby confirm and ratify the Agreement.

  • Ratification and Confirmation Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

  • Representation and Agreement Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).

  • Ratification and Affirmation; Representations and Warranties The Borrower does hereby adopt, ratify, and confirm the Credit Agreement and the other Loan Documents, as amended hereby, and its obligations thereunder. The Borrower hereby (a) acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby and (b) represents and warrants to the Lenders that: (i) as of the date hereof, after giving effect to the terms of this Amendment, all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such specified earlier date and (ii) (A) as of the date hereof, no Default has occurred and is continuing and (B) immediately after giving effect to this Amendment, no Default will have occurred and be continuing.

  • Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;

  • Ratification of the Agreement As amended by this Amendment, the Agreement is in all respects ratified and confirmed, and the Agreement, as so amended by this Amendment, shall be read, taken and construed as one and the same instrument.

  • AMENDMENTS TO APPLICATION AND AGREEMENT; WAIVERS A. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by all of the Parties and after completing the requirements of Section

  • Reaffirmation and Confirmation Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.

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