Ratification and Incorporation of Existing Credit Agreement and Other Credit Documents; Acknowledgments Sample Clauses

Ratification and Incorporation of Existing Credit Agreement and Other Credit Documents; Acknowledgments. (a) Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lender under the Existing Credit Agreement or any other Credit Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of either such agreement or any other Credit Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement and each other Credit Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Nothing in this Amendment is intended (or shall be construed) to constitute (x) the consent of the Lender to any other provision or transaction other than as expressly set forth herein or (y) the waiver by the Lender of any Default or Event of Default. (b) Each Credit Party as borrower, debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Credit Party grants Liens or security interests in its Property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto), (ii) to the extent such Credit Party granted Liens on or security interests in any of its Property pursuant to any such EXHIBIT 10.1 2 Credit Document as security for, or otherwise guaranteed, Obligations (including, for avoidance of doubt, the Guaranteed Obligations) under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interest and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations as amended hereby, and (iii) ratifies and reaffirms the validity and enforceability of any appointment of the Lender as its attorney-in-fact and/or proxy in accordance with the terms of the Credit Documents, as applicable, which appointment is irrevocable and coupled with an interest. Each Credit Party represents that as of the date of execution of this Amendment it has no offset, defense, counterclaim, dispute or disagreement of any kind or nature whatsoever with respect to the amount of the Ob...
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Related to Ratification and Incorporation of Existing Credit Agreement and Other Credit Documents; Acknowledgments

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Representations and Warranties of the Company The Company represents and warrants to each Underwriter that:

  • Representations and Warranties The Borrower represents and warrants to the Lenders that:

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Term of Agreement This Agreement shall continue in full force and effect until the tenth (10th) anniversary of Bank Closing; provided, that the provisions of Section 6.3 and 6.4 shall survive the expiration of the term of this Agreement; and provided further, that the receivership of the Failed Bank may be terminated prior to the expiration of the term of this Agreement, and in such event, the guaranty of the Corporation, as provided in and in accordance with the provisions of Section 12.7 shall be in effect for the remainder of the term of this Agreement. Expiration of the term of this Agreement shall not affect any claim or liability of any party with respect to any (i) amount which is owing at the time of such expiration, regardless of when such amount becomes payable, and (ii) breach of this Agreement occurring prior to such expiration, regardless of when such breach is discovered.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Waiver of Jury Trial IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

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