Further Acknowledgments of Borrower and Lender
Further Acknowledgments of Borrower and Lender Sample Clauses
Related to Further Acknowledgments of Borrower and Lender
Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following:
Trust Account Waiver Acknowledgments The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.
Representations of Borrower The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 4 of the Credit Agreement will be true on and as of the Amendment Effective Date and (ii) no Default will have occurred and be continuing on such date.
AGENT AND LENDERS EICF AGENT LLC, as Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT ENERGY IMPACT CREDIT FUND I LP, as a Lender By: Energy Impact Credit Fund I GP LLC, its general partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Partner FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT CION INVESTMENT CORPORATION, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President & Chief Investment Officer FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT XXXXXX XXXX FUNDING II, LLC, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT CROWDOUT CAPITAL LLC, as a Lender By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Chief Executive Officer FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT BORROWERS: XXXXXXXX INDUSTRIAL SERVICES GROUP INC., as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary XXXXXXXX INDUSTRIAL SERVICES GROUP, L.L.C., as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary XXXXXXXX INDUSTRIAL SERVICES, LLC, as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Assistant Secretary XXXXXXXX SPECIALTY SERVICES, LLC, as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Assistant Secretary XXXXXXXX PLANT SERVICES, LLC, as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Assistant Secretary FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT XXXXXXXX GLOBAL SERVICES, INC., as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary CONSTRUCTION & MAINTENANCE PROFESSIONALS, LLC, as Borrower By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT GUARANTORS: GLOBAL POWER PROFESSIONAL SERVICES INC., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President GPEG, LLC, as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President STEAM ENTERPRISES LLC, as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: President WISG CANADA LTD., as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary WISG NUCLEAR LTD., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer WISG ELECTRICAL LTD., as Guarantor By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT WISG ELECTRICAL, LLC, a New York limited liability company, as Guarantor By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Secretary FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT Exhibit A Marked Loan Agreement See attached. CONFORMED COPY – NOT EXECUTED IN THIS FORM INCORPORATING FIRST AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JUNE 30, 2022, SECOND AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF DECEMBER 30, 2022, THIRD AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF JANUARY 9, 2023 AND , FOURTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF FEBRUARY 24, 2023, AND FIFTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT, DATED AS OF MARCH 31, 2023 TERM LOAN, GUARANTEE AND SECURITY AGREEMENT DATED AS OF DECEMBER 16, 2020 AMONG EICF AGENT LLC, AS AGENT FOR THE LENDERS SIGNATORY HERETO, XXXXXXXX INDUSTRIAL SERVICES GROUP INC., AS BORROWER AND THE OTHER CREDIT PARTIES SIGNATORY HERETO XXXXXXX AND XXXXXX LLP 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx New York, New York 10020 TABLE OF CONTENTS PAGE
Execution of Credit Agreement; Loan Documents The Administrative Agent shall have received (i) counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, (ii) for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, (iii) counterparts of the Security Agreement and each other Collateral Document, executed by a Responsible Officer of the applicable Loan Parties and a duly authorized officer of each other Person party thereto, as applicable and (iv) counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.
Loan Agreements Notwithstanding any term hereof (or any term of the UCC that might otherwise be construed to be applicable to a “securities intermediary” as defined in the UCC) to the contrary, none of the Collateral Agent, the Collateral Custodian nor any securities intermediary shall be under any duty or obligation in connection with the acquisition by the Borrower, or the grant by the Borrower to the Collateral Agent, of any Loan Asset in the nature of a loan or a participation in a loan to examine or evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Borrower under the related Loan Agreements, or otherwise to examine the Loan Agreements, in order to determine or compel compliance with any applicable requirements of or restrictions on transfer (including without limitation any necessary consents). The Collateral Custodian shall hold any Instrument delivered to it evidencing any Loan Asset granted to the Collateral Agent hereunder as custodial agent for the Collateral Agent in accordance with the terms of this Agreement.
Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.
Reaffirmation of Loan Documents Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. This Amendment shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as it may be increased pursuant hereto. This Amendment constitutes a Loan Document.
Remedies of Borrower In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.
Trust Account Waiver Acknowledgment The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.
