Counterpart Agreement Sample Clauses

Counterpart Agreement. Other than with respect to an Excluded Subsidiary, promptly cause such Subsidiary to become a Guarantor hereunder and a Grantor under the Collateral Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and a joinder to the Collateral Agreement in form and substance reasonably satisfactory to the Collateral Agent;
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Counterpart Agreement. The undersigned hereby agrees, from and after the date hereof, to be bound as a party to the relationship agreement dated November 28, 2011 by and among Brookfield Asset Management Inc., BRP Energy Group L.P., Brookfield Renewable Energy Group LLC, Brookfield Renewable Energy Group (Bermuda) Limited, Brookfield Renewable Energy Partners L.P., Brookfield Renewable Energy L.P., Brookfield BRP Holdings (Canada) Inc. and BRP Bermuda Holdings I Limited, as from time to time amended and in effect (the “Relationship Agreement”), and further agrees to, and does hereby, assume the obligations of a Manager under the Relationship Agreement. The undersigned acknowledges and confirms that it has received a copy of the Relationship Agreement. Dated as of the 26th day of February, 2015. BROOKFIELD RENEWABLE INVESTMENTS LIMITED by: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Secretary [COUNTERPART AGREEMENT TO RELATIONSHIP AGREEMENT] SECOND AMENDMENT TO RELATIONSHIP AGREEMENT THIS AMENDING AGREEMENT is made as of the 30th day of July, 2020 (this “Second Amendment Agreement”) AMONG: BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (“BAM”) -and- BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba (the “Canadian Service Provider”) -and- BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba (the “Canadian Service Provider II”) -and- BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda (the “International Service Provider”) -and-
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Counterpart Agreement. A copy of any counterpart agreement or similar instrument contemplated by Paragraph 4.3 shall be maintained on file with the secretary of New Holdco and shall include the address of such persons or entities to whom notices hereunder shall be sent. Any new certificates representing any such shares of Stock Transferred in accordance with Paragraph 4.3 shall bear the legend set forth in Paragraph 6.1.
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Counterpart Agreement. The Agent shall have received a Counterpart Agreement duly executed and delivered by the German Borrower.
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Counterpart Agreement. Agent shall have received from PubCo counterparts of the Counterpart Agreement dated as of the date hereof signed on behalf of such party.
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Counterpart Agreement. Each Guarantor that shall be a Transferred Subsidiary upon consummation of the Asset Sale permitted by Section 8.4(m) of the Credit Agreement, by executing this Amendment, agrees that (i) such Guarantor shall become a party to the Credit Agreement as if it were an original signatory thereto and shall be bound by all of the covenants in Article VII and Article VIII thereof that are applicable to Subsidiaries of the Borrower (by way of the Borrower causing such Subsidiaries’ compliance through its control of them) as if such covenants were directly applicable to such Guarantors that are Transferred Subsidiaries and their Subsidiaries and all such covenants (and all defined terms used therein shall also be applicable to such Transferred Subsidiaries and their Subsidiaries in such manner) shall be read such that such Guarantors that are Transferred Subsidiaries shall (or shall not, as the case may be) take the actions described therein and shall (or shall not, as the case may be) cause their Subsidiaries to take the actions described therein (and any “baskets” or other exceptions to a covenant shall be calculated taking into account the usage thereof by the Borrower and its Subsidiaries and the Guarantor that is a Transferred Subsidiary and its Subsidiaries, collectively), and (ii) each time the Borrower makes representations and warranties pursuant to Section 3.2(b) of the Credit Agreement, it shall be deemed to make such representations and warranties on behalf of such Guarantor and its Subsidiaries as if such representations and warranties were directly applicable to such Guarantor and its Subsidiaries.
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Counterpart Agreement. Borrower agrees to cause Parent and each of its Subsidiaries set forth on Schedule 5.16 to execute and deliver a Counterpart Agreement (in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent) to Administrative Agent and Collateral Agent on the date that is one day immediately following the Closing Date; provided that, for the avoidance of doubt, the effectiveness of such Counterpart Agreement shall not be subject to any condition or covenant set forth in this Agreement and each other Credit Document, including, but not limited to, the accuracy of the representations and warranties set forth in this Agreement and each other Credit Document.
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Counterpart Agreement. This Agreement shall be executed in one original part of which each copy shall be deemed an original.
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Related to Counterpart Agreement

  • Counterpart Execution This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

  • Counterpart Copies This Agreement may be executed in two or more counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Joinder Agreement The Joinder Agreement with respect to the Guaranty and the Contribution Agreement to be executed and delivered pursuant to §5.2 by any Additional Subsidiary Guarantor, such Joinder Agreement to be substantially in the form of Exhibit C hereto.

  • Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • Guaranty Supplements Upon the execution and delivery by any Person of a Guaranty Supplement, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”, “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.

  • Joinder Agreements If, at the option of the Borrower or as required pursuant to Section 4.13 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to Agent a Joinder Agreement substantially in the form of Annex 2 and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

  • Assumption Agreement Seller shall have received from Buyer an Assumption Agreement, in substance and form satisfactory to Seller, under which Buyer shall have assumed the Assumed Liabilities.

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