Joinder and Waiver Agreement definition

Joinder and Waiver Agreement means that Joinder and Waiver to Registration Rights Agreement Relating to Hemisphere Media Group, Inc. Common Stock and Warrants by and among the Company, Hicks, Muse, Xxxx & Xxxxx Equity Fund III, L.P., HM3 Coinvestors, L.P., Intermedia Partners VII, L.P. and InterMedia Cine Latino, LLC, dated April 2, 2015.
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Joinder and Waiver Agreement shall have the meaning ascribed thereto in the Recitals hereof.
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Joinder and Waiver Agreement shall have the meaning set forth in Recital B.
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Examples of Joinder and Waiver Agreement in a sentence

  • This Agreement, together with the Registration Rights Agreement and the Joinder and Waiver Agreement, supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof.

  • The Buyer shall have received from the Company an executed Joinder and Waiver Agreement signed by Company Stockholders that represent holders of at least ninety-five percent (95%) of the outstanding Company Capital Stock.

  • Under Section 4 of the Joinder and Waiver Agreement, it was “[e]ffective for all purposes as of the Effective Time” of December 20, 2013.

  • In this case and in the Michigan Litigation, there is no dispute that the Merger Agreement and Joinder and Waiver Agreement were valid and enforceable express written contracts that governed the subject matter of those express written agreements.

  • Thus, the Joinder and Waiver Agreement release was specifically tailored to release only claims that existed at the time of execution and not future claims.

  • Each Equityholder receiving Merger Consideration pursuant to Article II and Section 3.1 hereof shall have executed and delivered to the Buyer a Release, Joinder and Waiver Agreement in the form attached hereto as Exhibit H (a “Joinder Agreement”).

  • Parent shall have received the executed Joinder and Waiver Agreement, signed by the Company Stockholders that have not executed the Written Stockholder Consent and that, together with the Company Stockholders that have executed the Stockholder Consent, hold at least ninety-five percent (95%) of the outstanding shares of Company Capital Stock, taken together.

  • Accordingly, Verint’s reliance on the release language of the Joinder and Waiver Agreement fails to state a claim.As an initial matter, it is axiomatic that a non-party to a contract cannot be held to its terms.

  • The Complaint specifically references breaches of the Merger Agreement and the Joinder and Waiver Agreement as the basis for Verint’s current claims and references to the same Merger Agreement representations cited in Verint’s Motion for Summary Judgment.

  • Parent shall have received an executed Joinder and Waiver Agreement signed by Company Stockholders that represent holders of at least ninety percent (90%) of the outstanding Company Capital Stock.


More Definitions of Joinder and Waiver Agreement

Joinder and Waiver Agreement shall have the meaning set forth in the recitals.
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Joinder and Waiver Agreement means the joinder and waiver agreement, in substantially the form attached hereto as Exhibit E.
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Related to Joinder and Waiver Agreement

  • Joinder Agreement means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions of Section 6.13.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Lender Joinder Agreement means a joinder agreement in a form reasonably satisfactory to the Administrative Agent delivered in connection with Section 2.22.

  • Second Amendment Agreement means that certain Second Amendment Agreement dated as of October 4, 2011, among Xxxxx 0, xxx Xxxxxxxx, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and the Tranche B II Term Lenders party thereto, providing for, among other things, the amendment and restatement of the 2009 Credit Agreement.

  • Waiver Agreement means an agreement between

  • Guaranty Joinder Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Security Joinder Agreement means each Security Joinder Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise.

  • Guarantor Joinder Agreement means a guarantor joinder agreement substantially in the form of Exhibit 7.12 delivered by a Domestic Subsidiary of the Borrower pursuant to Section 7.12.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Borrower Joinder Agreement means an agreement in substantially the form of Exhibit I or any other form approved by the Administrative Agent.

  • Fifth Amendment means the Fifth Amendment to Fifth Amended and Restated Credit Agreement dated as of August 25, 2016, among the Borrower, the Lenders party thereto, the Administrative Agent and the other Persons party thereto.

  • Subsidiary Joinder Agreement means a joinder to this Agreement, substantially in the form of Exhibit C.

  • Supplemental Agreement Any supplemental agreement entered into pursuant to Article IX hereof.

  • First Amendment means that certain First Amendment to Credit Agreement, dated as of February 27, 2017, among the Loan Parties, the Administrative Agent and the Lenders party thereto.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Accession Agreement means an Accession Agreement substantially in the form of Annex I to the Guaranty.

  • Consent and Agreement means the Manufacturer Consent and Agreement [____], dated as of even date with the Participation Agreement, of Airframe Manufacturer.

  • Second Amendment means that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 1, 2020, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

  • Sixth Amendment means the Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of November 5, 2021, by and among Administrative Agent, Collateral Agent, Lenders, the Borrower, Parent and Guarantors.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Fourth Amendment means that certain Fourth Amendment to Credit Agreement, dated as of August 17, 2017, among Holdings, the Borrower, the Administrative Agent and the Lenders and other Credit Parties party thereto.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • Joinder means a joinder to this Agreement, in form and substance substantially similar to Exhibit A to this Agreement.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.