Joinder of Guarantor. By its execution hereof, each Guarantor hereby (i) acknowledges and consents to the terms and provisions hereof; (ii) ratifies and confirms the Guaranty, including all interest and costs of collection, to or for the benefit of Administrative Agent and Lenders; (iii) agrees that the Guaranty is and shall remain in full force and effect and that the terms and provisions of the Guaranty cover and pertain to the Credit Facility, Notes and other Loan Documents as modified hereby; (iv) acknowledges that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of the Guaranty or the other obligations created and evidenced by the Guaranty; (v) certifies that the representations and warranties contained in the Guaranty remain true and correct representations and warranties of Guarantor as of the date hereof; and (vi) acknowledges that Administrative Agent and Lenders have satisfied and performed their covenants and obligations under the Guaranty and the other Loan Documents, and that no action or failure to act by or on behalf of, Administrative Agent or Lenders has or will give rise to any cause of action or other claim against Administrative Agent or Lenders for breach of the Guaranty or other Loan Documents or otherwise.
Joinder of Guarantor. M & I Electric Industries, Inc. and American Access Technologies, Inc., Guarantor as defined in the Loan Agreement, join in the execution of this Amendment to evidence Guarantor’s consent to the terms hereof, to confirm Guarantor’s continuing obligations under the terms of the Guaranty Agreement, and to acknowledge that without such consent and confirmation, Lender would not enter into this Amendment or otherwise consent to the terms hereof. Additionally, Guarantor represents to Lender that Guarantor is duly authorized and empowered to execute, deliver and perform this Amendment, and all action on its part requisite for the due execution, delivery and the performance of this Amendment has been duly and effectively taken. This Amendment, when executed and delivered, will constitute valid and binding obligations of Guarantor enforceable in accordance with its terms.
Joinder of Guarantor. In accordance with the terms of Section 9.13 of the Note Purchase Agreement, [Insert Name of Subsidiary Guarantor], a [__________] [corporation/limited liability company] (the “Subsidiary Guarantor”), by the execution and delivery of this Joinder Agreement, does hereby agree to become, and does hereby become, a party to the Note Purchase Agreement and bound by the terms and conditions of the Note Purchase Agreement as a Subsidiary Guarantor, including, without limitation, becoming jointly and severally liable with the other Subsidiary Guarantors for the Guaranteed Obligations in accordance with Section 15 of the Note Purchase Agreement and for the due and punctual performance and observance of all the covenants in the Note Purchase Agreement to be performed or observed by the Obligors, all as more particularly provided for in Sections 9 and 10 of the Note Purchase Agreement. The Note Purchase Agreement is hereby, without any further action, amended to add the Subsidiary Guarantor as a “Subsidiary Guarantor”, “Obligor” and signatory to the Note Purchase Agreement. Upon the execution hereof, this Joinder Agreement shall constitute a “Financing Document” for purposes of the Note Purchase Agreement. 4850-4933-9817 v1
Joinder of Guarantor. The undersigned, Xxxxxxxxx.Xxx, Inc., guarantor of Tenant’s obligations under the Lease pursuant to Guaranty of Lease dated as of August 30, 1999 (the “Guaranty”), hereby (a) joins in and consents to the foregoing Second Amendment, (b) ratifies and confirms the Guaranty and agrees that the Guaranty remains in full force and effect with respect to the Lease, as amended by the Second Amendment, and (c) agrees that it has no claim or offset against any sums due or to become due under the Guaranty.
Joinder of Guarantor. The Guarantor of the Original Lease join herein for the purposes of evidencing their consent to this Amendment, and agreement to be bound all obligations of the Tenant Parties under the Original Lease as amended by this Amendment. The obligations of the Tenant Parties herein shall be joint and several. Millennium Cannabis LLC, a Delaware limited liability company By: Name: Dxxxx X. Xxxxxx Title: Authorized Signatory Exhibit 1 – First Amendment
Joinder of Guarantor. GUARANTOR hereby agrees and consents to the provisions of this Agreement and agrees to be bound by the terms and conditions set forth therein. All representations and warranties applicable to Guarantor contained in the Agreement are true and correct on and as of the Effective Date.
Joinder of Guarantor. Any Subsidiary of Hovnanian which is required to join this Guarantee as a Guarantor pursuant to Section 26 hereof or which is to become a Restricted Subsidiary shall execute and deliver to the Agent (i) a Guarantor Joinder pursuant to which it shall join as a Guarantor this Guarantee; and (ii) at the request of the Agent, documents in the forms described in Section 6.1 [First Loans and Letters of Credit] of the Credit Agreement, modified as appropriate to relate to such new Guarantor. Such new Guarantor shall deliver such Guarantor Joinder and any related documents that the Agent may reasonably request to the Agent after the formation thereof and its designation as a Restricted Subsidiary, and such Subsidiary shall not be a Restricted Subsidiary until the delivery and effectiveness of the items required herein.
Joinder of Guarantor. In accordance with the terms of Section 9.13 of the Note Purchase Agreement, [Insert Name of Subsidiary Guarantor], a [ ] [corporation/limited liability company] (the “Subsidiary Guarantor”), by the execution and delivery of this Joinder Agreement, does hereby agree to become, and does hereby become, a party to the Note Purchase Agreement and bound by the terms and conditions of the Note Purchase Agreement as a Subsidiary Guarantor, including, without limitation, becoming jointly and severally liable with the other Subsidiary Guarantors for the Guaranteed Obligations and for the due and punctual performance and observance of all the covenants in the Note Purchase Agreement to be performed or observed by the Obligors, all as more particularly provided for in Sections 9 and 10 of the Note Purchase Agreement. The Note Purchase Agreement is hereby, without any further action, amended to add the Subsidiary Guarantor as a “Subsidiary Guarantor”, “Obligor” and signatory to the Note Purchase Agreement.
Joinder of Guarantor. DGFS joins herein for the purpose of acknowledging and consenting to the terms and provisions hereof (and especially the provisions of Section 10.16), and does further absolutely and unconditionally guarantee the payment and performance of each and every obligation and undertaking of DGC hereunder.
Joinder of Guarantor. To further induce Buyer to enter into the Agreement, Cynosure, Inc., a Delaware corporation (“Guarantor”), has executed this Joinder solely to evidence its guarantee of, and Guarantor hereby unconditionally and irrevocably guarantees to Buyer, subject to the limitations in Section 11.1 of the Purchase and Sale Agreement to which this Joinder is attached (the “Agreement”), the payment of all claims, losses, damages, liabilities, costs and expenses of Buyer, including reasonable attorneys’ fees and disbursements (collectively, “Losses”), arising out of or in connection with the breach of any of Seller’s representations, warranties and/or covenants set forth in the Agreement or in any document or instrument executed or delivered by Seller in connection with the Closing (as such term is defined in the Agreement). Except with respect to Losses arising out of or in connection with Section 10 of the Agreement, in no event shall Guarantor’s liability under this Joinder exceed an amount equal to the Liability Cap (as such term is defined in the Agreement). Guarantor acknowledges that Seller is an affiliate of Guarantor and Guarantor will receive substantial economic and other benefits from the execution and delivery of the Agreement by Seller and the consummation of the transactions contemplated by the Agreement. Except as expressly set forth in this Joinder, Guarantor shall have no obligations hereunder or under any other document executed in connection with the transactions contemplated hereby. The obligations of Guarantor constitute a guaranty of payment and not of collection. Guarantor hereby waives any and all (i) legal requirements that Buyer institute any action or proceeding at law or in equity against Seller or any other person or entity and (ii) rights to which it may be entitled by virtue of any suretyship law. Provided notice alleging any Losses has not been delivered to Guarantor, the provisions of this Joinder shall survive Closing for a period of (i) nine (9) months, with respect to Losses under Section 11 of the Agreement and (ii) two (2) years, with respect to Losses relative to any other provision contained in the Agreement. GUARANTOR: Cynosure, Inc., a Delaware corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Offer Schedule of Exhibits and Schedules: EXHIBITS EXHIBIT A: Legal Description of Property EXHIBIT B: Form of Quitclaim Deed EXHIBIT C: Form of General Assignment EXHIBIT D: Lease EXHIBIT E: Seller’s Retain...
