Reaffirmation, etc Clause Samples
The 'Reaffirmation' clause requires parties to confirm or restate their ongoing obligations and representations under an agreement, typically at specific intervals or upon the occurrence of certain events. In practice, this might mean that a borrower must periodically confirm that all warranties and covenants made at the outset of a loan remain true and in effect, such as before each loan drawdown or at the start of a new contract phase. This clause ensures that the parties' commitments are continuously valid and up-to-date, thereby reducing the risk of relying on outdated or inaccurate information.
Reaffirmation, etc. Except as expressly waived or otherwise specifically provided, each and every representation, warranty, agreement, covenant, term and condition contained in the Credit Agreement or in any other document executed or delivered in connection therewith shall remain unamended, unmodified and unwaived, is specifically ratified and affirmed, and shall continue to be in full force and effect in accordance with its respective terms. In addition, by their signature below, each Credit Party consents to this Amendment, and hereby ratifies the Credit Agreement and acknowledges and affirms (a) that it is bound by all of the terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.
Reaffirmation, etc. Each Guarantor hereby:
(i) consents to the First Amendment and the transactions contemplated thereby and hereby confirms its guarantees, acknowledgments, obligations and consents under the Guarantee Agreement as amended by this Agreement and the other Loan Papers to which it is a party and agrees that notwithstanding the effectiveness of the First Amendment, the amendments to the Guarantee Agreement contained herein and the consummation of the transactions contemplated by the First Amendment, such guarantees, acknowledgments, obligations and consents shall be, and continue to be, in full force and effect,
(ii) ratifies the Guarantee Agreement and the other Loan Papers to which it is a party,
(iii) agrees that each of the representations and warranties made by each Guarantor in or pursuant to the Loan Papers is true and correct as to it in all material respects (except any representation or warranty which is qualified by materiality, is correct and accurate in all respects) on and as of the date hereof as if made on the date hereof, and
(iv) agrees that it shall take any action reasonably requested by the Administrative Agent in order to confirm or effect the intent of this Agreement.
Reaffirmation, etc. Each of the Reaffirming Parties hereby:
1.1.1 consents to the Credit Agreement and the transactions contemplated thereby and hereby confirms its guarantees, pledges, grants of security interests, acknowledgments, obligations, subordinations and consents under the Guarantee and Collateral Agreement and the other Security Documents and Credit Documents to which it is a party and agrees that notwithstanding the amendment of the Existing Credit Agreement, the effectiveness of the Credit Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, grants of security interests, agreements, acknowledgments, obligations, subordinations and consents shall be, and continue to be, in full force and effect,
1.1.2 ratifies the Security Documents and the other Credit Documents to which it is a party,
1.1.3 confirms that all of the Liens and security interests created and arising under the Guarantee and Collateral Agreement and the other Security Documents to which it is a party remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority as collateral security for the Obligations as existed prior to giving effect to the amendment and restatement of the Existing Credit Agreement pursuant to the Credit Agreement,
1.1.4 agrees that each of the representations and warranties made by each Reaffirming Party in the Security Documents to which it is a party is true and correct as to it in all material respects on and as of the date hereof (unless such representations expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date), and
1.1.5 agrees that it shall take any action reasonably requested by the Administrative Agent or the Collateral Agent to confirm or effect the intent of this Agreement.
Reaffirmation, etc. Each Borrower, in its respective capacities under each of the Loan Documents to which it is a party (including the capacities of obligor, grantor, mortgagor, pledgor, guarantor, indemnitor and assignor, as applicable, and each other similar capacity, if any, in which such Borrower has granted Liens on all or any part of the properties or assets of such Borrower, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations),
(a) except as otherwise expressly set forth herein, agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of such Borrower under the Loan and Security Agreement or any of the other Loan Documents, all of which obligations and liabilities shall remain in full force and effect and extend to the loans, extensions of credit and other Obligations provided for thereunder, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects; and (b) to the extent such Borrower has granted Liens on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of the Obligations, acknowledges, ratifies, confirms and reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations.
Reaffirmation, etc. The Borrower
(a) reaffirms and admits the validity and enforceability of each Credit Document and all of its obligations thereunder, (b) agrees and admits that it has no defense to or offset against any such obligation, (c) represents and warrants that, as of the date of the execution and delivery hereof by the Borrower, (i) both prior to and after giving effect to this Amendment and Consent, no Default or Event of Default has occurred and is continuing, and (ii) both prior to and after giving effect to this Amendment and Consent, the representations and warranties contained in Article 4 of the Credit Agreement are true and correct on the date of this Amendment and Consent, except to the extent that such representations and warranties relate to an earlier date in which event such representations and warranties were true and correct on such earlier date, and (d) agrees to pay promptly after demand therefor all out-of-pocket fees and expenses incurred by the Administrative Agent (including, without limitation, legal fees and disbursements of counsel to the Administrative Agent) in connection herewith.
Reaffirmation, etc. Except as expressly waived or otherwise specifically provided, each and every representation, warranty, agreement, covenant, term and condition contained in the Credit Agreement or in any other document executed or delivered in connection therewith shall remain unamended, unmodified and unwaived, is specifically ratified and affirmed, and shall continue to be in full force and effect in accordance with its respective terms. In addition, by their signature below, the Credit Parties consent to this Agreement, and hereby ratifies the Credit Agreement and acknowledges and affirms (a) that it is bound by all of the terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations (including, without limitation, the Guaranty, as applicable). This Agreement shall be effective only to the extent specifically set forth herein and shall not (i) be construed as a waiver of any breach or default other than as provided in Paragraph 2 hereof, (ii) affect the right of the Administrative Agent or the Lenders to demand compliance by the Borrowers and the other Credit Parties with all terms and conditions of the Credit Agreement and the other Credit Documents in all other instances, (iii) be deemed a waiver of, amendment of, consent to or modification of any other term or provision of the Credit Agreement or of any transaction or future action on the part of the Credit Parties requiring the Lenders’ consent or approval under the Credit Agreement, or (iv) be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other document executed or delivered in connection therewith, whether arising as a consequence of any event of default which may now exist or otherwise (other than as provided in Paragraph 2 hereof), all such rights and remedies hereby being expressly reserved.
Reaffirmation, etc. Each of the Reaffirming Parties hereby:
(a) acknowledges its receipt of a copy of this Agreement, the Amendment, the Amended Credit Agreement and the Guarantee and its review of the terms and conditions thereof and consents to the terms and conditions of this Agreement, the Amendment, the Amended Credit Agreement and the Guarantee and the transactions contemplated thereby; and
(b) agrees that, notwithstanding the effectiveness of this Agreement, the Amendment and the Amended Credit Agreement and the consummation of the transactions contemplated thereby, (i) the Guarantee shall continue to be in full force and effect and (ii) all guarantees and other commitments thereunder shall continue to be in full force and effect and shall continue to accrue to the benefit of the Credit Parties.
Reaffirmation, etc