CONTEMPLATED THEREBY. This Subsidiary Borrower Designation may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement. Subsidiary Borrower Designation
CONTEMPLATED THEREBY. The Company further acknowledges that each Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby, and any advice given by any of the Buyers or any of their respective representatives or agents in connection with the Transaction Documents and the Certificate of Designations and the transactions contemplated thereby is merely incidental to such Buyer's purchase of the Securities. The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
CONTEMPLATED THEREBY. The holder(s) in whose name the Shares stand on the books of the Company shall be deemed by the Company to be owner(s) thereof for all purposes.
CONTEMPLATED THEREBY. EACH OF THE BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMME NCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.
CONTEMPLATED THEREBY. 3. The execution and delivery of the Trust Agreement by the Owner Trustee and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary action of the Owner Trustee and the Trust Agreement has been duly executed and delivered by the Owner Trustee.
CONTEMPLATED THEREBY. The Company will notify all Stakeholders of any default of this Agreement by any Stakeholder as soon as practicable after the Company becomes aware of same.
CONTEMPLATED THEREBY. In arriving at its recommendation, the Board of Directors gave careful consideration to a number of factors which are described in the enclosed Schedule 14D-9, including, among other things, the opinion of Xxxxxxx Xxxxx Xxxxxx Inc. ("Salomon") to the effect that the $7.75 per share cash consideration to be received by the holders of Common Stock in the Common Stock Offer and the Merger, taken together, is fair to such holders from a financial point of view, and the presentation by Xxxxxxx that the per share cash consideration to be received by the holders of Preferred Stock in the Preferred Stock Offer is in an amount that is economically equivalent to the present value of the dividends payable to such holders through, and the price payable to such holders on, the first date that the Preferred Stock becomes optionally redeemable in accordance with its terms. In addition to the attached Schedule 14D-9 relating to the Offers, enclosed is the Offer to Purchase, dated November 24, 1998, of Purchaser, together with related materials, including Letters of Transmittal, to be used for tendering your shares of Common Stock and/or Preferred Stock. These documents set forth the terms and conditions of the Offers and the Merger and provide instructions as to how to tender your shares. I urge you to read the enclosed materials carefully. On behalf of your Board of Directors, I thank you for your support. Sincerely yours, /s/ Xxxxxx X. X'Xxxxxx Xxxxxx X. X' Xxxxxx CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONTEMPLATED THEREBY. The Credit Agreement is modified only by the express provisions of this Consent and this Consent shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein. This Consent may be executed and delivered via facsimile or other electronic transmission (i.e. “pdf”) with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Consent constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. This Consent shall become effective on the date (the “Consent Effective Date”) when the Parent, the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yip (facsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx). From and after the Consent Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby. * * * Very truly yours, NORDEA BANK FINLAND PLC, NEW YORK BRANCH, Individually and as Administrative Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Vice President SIGNATURE PAGE TO CONSENT DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, THE LENDERS PARTY HERETO, AND NORDEA BANK FINLAND PLC. NEW YORK, AS ADMINISTRATIVE AGENT Name of Institution: Alliance & Leicester Plc By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Manager, Corporate & Structured Finance By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Head of Global Infrastructure SIGNATURE PAGE TO CONSENT DATED AS OF FEBRUARY , 2009, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, THE LENDERS PARTY HERETO, AND NORDEA BANK FINLAND PLC, NEW YORK, AS ADMINISTRATIVE AGENT Name ...
CONTEMPLATED THEREBY. FURTHER, THE BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE AGENT OR THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.
CONTEMPLATED THEREBY. In the event any party takes legal action to enforce any of the terms of this Agreement, the prevailing party to such action shall not be entitled to reimbursement for such party's expenses, including reasonable attorney's fees, incurred in such action.
