Ratification and Estoppel Sample Clauses

Ratification and Estoppel. The Lease, as amended by this First Amendment, shall remain enforceable in accordance with its terms. As amended by this First Amendment, the terms and provisions of the Lease are hereby ratified and affirmed in all respects. In the event of any conflict between the provisions of this First Amendment and the provisions of the Lease, the provisions in this First Amendment shall prevail. Whether or not specifically amended by the provisions of this First Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment. Landlord and Tenant hereby affirm that, as of the date hereof, no breach or default by either party has occurred and that the Lease, and all of its terms, conditions, covenants, agreements and provisions, as hereby modified, are in full force and effect with no defenses or offsets thereto.
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Ratification and Estoppel. Except as herein amended, the Lease shall remain in full force and effect in accordance with its terms. Each party represents to the other that such party is currently unaware of any default by the other party under the Lease or the Sublease.
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Ratification and Estoppel. The Financing Documents are not merged into this Settlement Agreement and are ratified, restated and confirmed on the date hereof and shall remain in full force and effect in accordance with their original terms, subject to the releases and waivers set forth in this Agreement, until conclusion of the judicial foreclosure proceeding at which time the Financing Documents shall merge into the Journal Entry of In Rem Judgment and Foreclosure.
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Ratification and Estoppel. Each Seller hereby ratifies and reaffirms (a) each covenant and obligation in the Repurchase Agreement, including the covenant and obligation to pay the Repurchase Prices under the Repurchase Agreement, all in accordance with the terms of the Repurchase Agreement, (b) the pledge, assignment, grant of a security interest in (and AmeriHome hereby grants, pledges, assigns and conveys to Buyer, a lien on, pledge of, and security interest in) the Cash Collateral Account and the AmeriHome Settlement Account (as hereinafter defined in this Amendment) pursuant to the terms of the Pledge Agreement, including all rights, interests and property hereafter acquired, and all products and proceeds thereof and additions and accessions thereto, and (c) that as of the Effective Date of this Amendment, all of the terms, representations, warranties, covenants and provisions of the Transaction Documents, as amended hereby, are in full force and effect.
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Ratification and Estoppel. (a) NYT Real Estate and XXX hereby ratify and confirm their respective rights, privileges and obligations under the Company Lease with respect to the Remainder NYTC Sublease Premises. To each such party’s knowledge, the Company Lease remains in full force and effect.
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Ratification and Estoppel. Except as modified herein, all of the Loan Documents are in full force and effect hereby ratified and confirmed on behalf of the parties hereto. Borrower hereby certifies to the Administrative Agent and the Lenders that (a) no Default or Event of Default has occurred and is continuing, (b) to the best knowledge of Borrower, no default or breach has occurred by the Administrative Agent or any of the Lenders under any of the Loan Documents and (c) Borrower has no claims of any kind against the Administrative Agent or any Lender arising out of or related to the Loan Documents.
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Ratification and Estoppel 
Sample 1
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Related to Ratification and Estoppel

  • 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.

  • Waiver and Estoppel Pledgor represents and acknowledges that it knowingly waives each and every one of the following rights, and agrees that it will be estopped from asserting any argument to the contrary: (a) any promptness in making any claim or demand hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of Pledgor; (c) any defense based upon an election of remedies by Pledgee which destroys or otherwise impairs any or all of the Collateral; (d) the right of Pledgor to proceed against Pledgee or any other person, for reimbursement; and (e) all duty or obligation of the Pledgee to perfect, protect, retain or enforce any security for the payment of amounts payable by Pledgor hereunder. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT SEVERALLY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM BROUGHT BY ANY PARTY TO THIS AGREEMENT ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT. No delay or failure on the part of Pledgee in the exercise of any right or remedy against Pledgor or any other party against whom Pledgee may have any rights, shall operate as a waiver of any agreement or obligation contained herein, and no single or partial exercise by Pledgee of any rights or remedies hereunder shall preclude other or further exercise thereof or other exercise of any other right or remedy whether contained in this Agreement or in any of the other documents regarding the Obligations, including without limitation the Operating Agreement. No waiver of the rights of Pledgee hereunder or in connection herewith and no release of Pledgor shall be effective unless executed in writing by Pledgee. No actions of Pledgee permitted under this Agreement shall in any way impair or affect the enforceability of any agreement or obligation contained herein.

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

  • Authorization to File Financing Statements; Ratification Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

  • 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 of Agreements The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

  • Affirmation and Consent The Administrative Agent shall have received, with counterparts for each Lender, a duly executed copy of an Affirmation and Consent, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, duly executed and delivered by each of the Loan Parties (other than the Borrowers).

  • 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.

  • Revocation and Effect of Consents and Waivers A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

  • Ratification of Existing Agreements All of the Borrower's obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

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