Ratification; Reaffirmation. The Company hereby reaffirms and ratifies the Transaction Documents and agrees that this Agreement shall constitute a Transaction Document. The Company hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that (a) all of the Company’s obligations owing to the Note Holders under the Transaction Documents, as modified by this Agreement, are hereby reaffirmed; and (b) the Transaction Documents are the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, as modified by this Agreement, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally.
Ratification; Reaffirmation. Each of the Borrowers hereby restate, ratify and reaffirm each and every term, covenant and condition set forth in the Credit Agreement and the Other Documents effective as of the date hereof. Each of the Borrowers acknowledges and reaffirms that (i) all Liens granted to the Agent and Lenders under the Credit Agreement or any Other Documents remain in full force and effect and shall continue to secure the Obligations and (ii) the validity, perfection or priority of the Liens will not be impaired by this Agreement.
Ratification; Reaffirmation. The US Borrower, the Company and Holdings each hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment, the US Borrower, the Company and Holdings each hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party, (c) agrees that (i) each Loan Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, and (ii) all guarantees, pledges, charges, grants and other undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, (d) agrees and acknowledges that the liens in favor of the Collateral Agent and the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests in the Collateral and are not subject to avoidance, disallowance or subordination pursuant to any applicable law, (e) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the US Borrower and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (ii) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any applicable law, and (f) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Agreement or other Loan Documents with respect to any subsequent modific...
Ratification; Reaffirmation. (a) Except as expressly set forth in this Agreement, the Prior Credit Agreement (as amended and restated by this Agreement) and each of the other Loan Documents (including, without limitation, the Loan Documents executed in connection with the Prior Credit Agreement), are hereby ratified and remain in full force and effect. Nothing contained herein shall be deemed to be a novation of any Note or otherwise affect the priority of the lien of any of the Loan Documents.
Ratification; Reaffirmation. Loan Parties hereby reaffirm the Credit Agreements and other Loan Documents to which each of them is a party, and ratify the Exhibit 10.01 Credit Agreements and such other Loan Documents to which each of them is a party, as amended, restated, modified, and/or supplemented. Loan Parties hereby ratify, affirm, reaffirm, acknowledge, confirm and agree that (a) the prior grant or grants of Liens and guarantees in favor of Lenders in Loan Parties' properties and assets, whether under the November Credit Agreement or under any Loan Document to which any Loan Party is a party, shall also be for the benefit of Lenders and in respect of the Obligations and Guaranteed Obligations under the Credit Agreements and the other Loan Documents; (b) all of Loan Parties' obligations owing to Lenders under the Credit Agreements and the other Loan Documents, and all prior grants of Liens and guarantees in favor of Lenders under the November Credit Agreement and each other Loan Document are hereby reaffirmed; and (c) the Credit Agreements and other Loan Documents to which each Loan Party is a party are the legal, valid and binding obligations of each Loan Party and are enforceable against each Loan Party in accordance with their respective terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally.
Ratification; Reaffirmation. (a) This Amendment and all its terms, conditions and provisions shall be deemed to be part of the Original Financing Agreement. Except as specifically amended and supplemented by this Amendment, all other terms, conditions and provisions of the Original Financing Agreement (i) are unchanged and
Ratification; Reaffirmation. (a) This Amendment and all its terms, conditions and provisions shall be deemed to be part of the Existing Financing Agreement. Except as specifically amended and supplemented by this Amendment, all other terms, conditions and provisions of the Existing Financing Agreement (i) are unchanged and (ii) shall remain in full force and effect and are hereby ratified and confirmed by each party hereto, as amended hereby. In the event of any conflict or inconsistency between this Amendment and the Existing Financing Agreement, the terms and provisions of this Amendment shall govern and prevail to the extent necessary to resolve such conflict or inconsistency.
Ratification; Reaffirmation. Notwithstanding that Kings remains a co-borrower with Color on the Bond Loan and has not been released by the Authority, Color as Borrower per this amendment to the Joint Debtor Agreement, hereby ratifies and reaffirms the Reimbursement Agreement and the Joint Debtor Agreement as amended hereby, and all of Color's covenants, duties and liabilities thereunder as the sole Borrower.
Ratification; Reaffirmation. The Issuer and the Guarantor each hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment, each of the Guarantor and the Issuer hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Preferred Shares Document, (b) affirms and confirms its undertakings under the Preferred Share Subscription Agreement and the other Preferred Shares Documents to which it is a party, (c) agrees that (i) each Preferred Shares Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, and (ii) all undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Incremental Investors and the Existing Investors, (d) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the Issuer and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Preferred Shares Documents exist and
Ratification; Reaffirmation. The Company hereby reaffirms and ratifies the Transaction Documents and agrees that this Agreement, the Letter Agreements, the Prior Note Amendments, and the Warrants shall each constitute a Transaction Document. The Company hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that (a) all of the Company’s obligations owing to the Note Holders under the Transaction Documents, as modified by this Agreement, are hereby reaffirmed; and (b) the Transaction Documents are the legal, valid and binding obligations of the Company and are enforceable against the Company in accordance with their respective terms, as modified by this Agreement, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally.
