The Joinder Agreement. The Joinder Agreement shall have been entered into by each of Xxxxxxx and Xxxxxx and shall have been confirmed and accepted by the Underwriters, and is in full force and effect.
The Joinder Agreement. The Securities Purchase Agreement and the documents referred to in paragraphs 1-3 above are referred to as the “Transaction Documents.” We have also examined originals or copies of the certificate or articles of incorporation and bylaws of Holdings, Global and each of the Subsidiaries, resolutions of the boards of directors of Holdings, Global and each of the Subsidiaries, and certificates of public officials concerning the legal existence, qualification or good standing of Holdings, Global and each of the Subsidiaries in various jurisdictions. As to all factual matters material to the opinions set forth herein, we have (with your permission and without any investigation or independent March 31, 2006 Page 2 confirmation) relied upon, and assumed the accuracy of, such certificates, corporate records, searches and other documents (including certificates of responsible officers of Holdings, Global and the Subsidiaries as to matters of fact) with respect to the facts stated therein. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge or awareness, we are referring to the actual knowledge of Jxxxxxx Xxxxxxx, Axxx Xxxxx, Mxxxxxx Xxxxxx and Rxxxxx Xxxxxxxx, the only Bxxxxxxxxx Hyatt & Fxxxxx, P.C. attorneys who have given substantive attention to matters concerning the Transaction Documents during the course of such representation, which knowledge has been obtained by such attorneys in their capacity as such. We are not generally familiar with the business, records, transactions or activities of Holdings, Global or the Subsidiaries, Our knowledge of the business, records, transactions and activities of Holdings, Global and the Subsidiaries is limited to the information which has been brought to our attention by officers of Holdings, Global and the Subsidiaries in connection with this opinion letter or by those corporate records and agreements that were revealed to us by Holdings, Global and the Subsidiaries in response to our inquiries. While nothing has come to our attention which has led us to conclude that such information, taken as a whole, is materially inaccurate, we make no representation concerning the scope or adequacy of such review or such inquiries or concerning the accuracy or completeness of the responses to such inquiries. Without limiting the foregoing, we have relied, as to factual matters, without investigation, on the certificates of officers of Holdings, Global and the Subsidiaries d...
The Joinder Agreement. On the Closing Date, immediately following (a) the consummation of the Purchaser’s acquisition of the Davel Credit Party Debt, Cerberus Subordinated Debt and Davel Subject Shares pursuant to the Davel Acquisition Documents, and (b) the funding of the Loan by the Lender, the Borrowers shall cause each of the Davel Credit Parties to execute and deliver to the Lender a joinder agreement in the form of Exhibit Q annexed hereto and made a part hereof (the “Joinder Agreement”), pursuant to which each of the Davel Credit Parties shall covenant and agree to be bound by all of the terms and conditions of this Credit Agreement, including all covenants and agreements of the Borrowers contained herein, as though each such Davel Credit Party were an original party signatory hereto. Any failure of any of the Davel Credit Parties to duly execute and deliver such Joinder Agreement on the Closing Date shall be deemed an Event of Default under this Agreement and the Note.
The Joinder Agreement. The Joinder Agreement shall have been entered into by each of Xxxxxxx and Xxxxxx and shall have been confirmed and accepted by the International Managers, and is in full force and effect.
The Joinder Agreement. Such other documents and instruments as may be reasonably requested by counsel for Purchaser.
The Joinder Agreement. On the Closing Date, the Joinder Agreement will have been duly authorized, executed and delivered by Blacksmith and will constitute a valid and legally binding obligation of Blacksmith, enforceable against Blacksmith in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
