Acknowledgment and Reaffirmation Sample Clauses

Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect. 8.2 Each of the Loan Parties hereby confirms its respective guarantees and other obligations, as applicable, under the Credit Agreement and each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders. 8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or in connection with the Credit Agreement and the Loan Documents. 8.4 On and after the effectiveness of this Amendment: (a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on th...

Acknowledgment and Reaffirmation. Each of Bowie, CHC and BRMP hereby reaffirms, as of the Effective Date, the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Waiver Agreement and the transactions contemplated thereby. As herein modified, the Credit Agreement (as so amended, the “Modified Credit Agreement”) and each of the other Loan Documents shall remain in full force and effect and is hereby ratified and confirmed in all respects.

Acknowledgment and Reaffirmation. Each Obligor, jointly and severally, hereby acknowledges, agrees, confirms, reaffirms and stipulates: (a) (x) to the validity, legality and enforceability of each of the guarantees of the Obligations set forth in the Loan Documents; (y) that the reaffirmation of each of the guarantees of the Obligations set forth in the Loan Documents is a material inducement to the Lenders and the Agent; and (z) that it has no defense to the enforcement of each of the guarantees of the Obligations set forth in the Loan Documents and its obligations under each such guarantee shall remain in full force and effect until all the Obligations have been paid in full;

Acknowledgment and Reaffirmation. This First Amendment and the performance or consummation of any transaction that may be contemplated under this First Amendment shall not limit, restrict, extinguish or otherwise impair the Borrower’s or Guarantors’ liabilities and obligations to Agent and/or Lenders under the Loan Documents and the Borrower and each Guarantor hereby (i) expressly acknowledges the terms of the Existing Loan Agreement as amended hereby, (ii) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Loan Documents, with all such Liens continuing in full force and effect after giving effect to this First Amendment and (iii) after giving effect to this First Amendment, acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect. Each of the Guarantors acknowledges and agrees that (x) the guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (y) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

Acknowledgment and Reaffirmation. Each of the Parent and the Consenting Obligors hereby acknowledges the amendments to the Credit Agreement and the Parent Guaranty and Pledge Agreement pursuant to the terms and provisions set forth in this Amendment No. 1. Each of the Parent and the Consenting Obligors hereby reaffirms, as of the Amendment No. 1 Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment No. 1 and the transactions contemplated hereby, and (ii) its guarantee of payment of, and grant of security interest to secure, all Obligations under the Credit Agreement, the Notes and each other Loan Document pursuant to the Security Documents to which the Parent or such Consenting Obligor is a party.

Acknowledgment and Reaffirmation. Each of the undersigned (each, a “Material Subsidiary”) hereby (a) acknowledges receipt of a copy of the foregoing Amendment No. 2 to Credit Agreement dated as of May 4, 2012 (the “Amendment”) between Rowan Companies, Inc., a Delaware corporation (the “Existing Borrower”), Rowan Companies plc, an English public limited company (the “Parent” and together with the Existing Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as an issuing lender, as swing line lender, and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and (b) reaffirms its obligations under the Material Subsidiary Guaranty (as defined in the Credit Agreement referred to in the Amendment) to which it is a party.

Acknowledgment and Reaffirmation. (a) Guarantor hereby acknowledges the execution and delivery of this Amendment by the parties hereto and represents, warrants and covenants that, notwithstanding the execution and delivery of this Amendment, all of Guarantor’s obligations under the Guaranty remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by Guarantor in all respects. (b) Each Pledgor hereby acknowledges the execution and delivery of this Amendment by the parties hereto and represents, warrants and covenants that, notwithstanding the execution and delivery of this Amendment, all of such Pledgor’s obligations under the applicable Pledge and Security Agreement remain in full force and effect and the same are hereby irrevocably and unconditionally ratified and confirmed by such Pledgor in all respects.

Acknowledgment and Reaffirmation. Each of the Consenting Obligors hereby acknowledges the amendments to the Existing Credit Agreement pursuant to the terms and provisions set forth in this Amendment. Each of the Consenting Obligors hereby reaffirms, as of the Third Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment, (ii) its grant of a security interest pursuant to the applicable Loan Document to which it is a party and (iii) its guarantee of payment of the Obligations pursuant to the Subsidiary Guaranty.

Acknowledgment and Reaffirmation. Each of the undersigned Loan Parties hereby (a) unconditionally consents to the terms of this Agreement, including the amendments in Section 1 hereof, and fully ratifies and affirms its respective obligations under the Loan Agreement and the other Loan Documents taking into account this Agreement and giving effect to the Fifth Amendment Effective Date, (b) to the extent such Loan Party guaranteed the Obligations pursuant to a Guarantee, ratifies and reaffirms its obligations under such Guarantee and (c) acknowledges and agrees that the execution, delivery and performance of this Agreement and the other documents shall not impair the validity, effectiveness or priority of the Liens granting pursuant to the Security Documents, and such Liens are ratified and reaffirmed and shall continue unimpaired with the same priority to serve the applicable Obligations.