Joinder to Pledge Agreement Sample Clauses

Joinder to Pledge Agreement. Subject to delivery to the Bank of each of the "Joinder Agreement Documents" more particularly described in Article 9 of this Joinder Agreement:
Sample 1
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Joinder to Pledge Agreement. YouthStream Acquisition hereby becomes a "Pledgor" under the Limited Liability Company Interest Pledge Agreement dated as of March 24, 2004, made by Borrower, Atacama Holdings and KES Holdings in favor of Lender (the "Pledge Agreement"), with the same force and effect as if originally named therein as a Pledgor. YouthStream Acquisition hereby (a) agrees to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a Pledgor in the Pledge Agreement shall hereafter be deemed to include YouthStream Acquisition. ATTACHMENT 1.2 hereto supplements each of the schedules to the Pledge Agreement to the extent required to include the information applicable to YouthStream Acquisition, if any.
Sample 1
Joinder to Pledge Agreement. The New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. The New Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this Section 4.3, the New Guarantor hereby pledges and assigns to the Administrative Agent, for the benefit of the Lenders, and grants to the Administrative Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of the New Guarantor in and to Pledged Collateral (as such term is defined in Section 2 of the Pledge Agreement).
Sample 1
Joinder to Pledge Agreement. This Joinder to Pledge Agreement (this “Joinder”) is made as of this 23rd day of March 2006, by and among (a) each of the Pledgors listed on the signature pages hereto (the “Existing Pledgors”), (b) Record Town USA, LLC (“Record Town USA”) and (c) Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Pledge Agreement referred to below).
Sample 1
Joinder to Pledge Agreement. By its execution of this Agreement, the Additional Borrower hereby (i) agrees that from and after the Amendment Effective Date it shall be a Pledgor under the Pledge Agreement as if it were a signatory thereto, (ii) pledges and assigns to the Agent, and grants to the Agent for the benefit of the Lender Group, a continuing security interest in all Pledged Collateral (as defined in the Pledge Agreement) of the Additional Borrower, whether now owned or hereafter acquired and howsoever its interest therein may arise or appear, and (iii) agrees that it shall comply with and be subject to all the terms, conditions, covenants, agreements and obligations set forth therein. The Additional Borrower hereby agrees that each reference to a “Pledgor” or the “Pledgors” in the Pledge Agreement shall include the Additional Borrower. The Additional Borrower acknowledges that it has received a copy of the Pledge Agreement and that it has read and understands the terms thereof.
Sample 1
Joinder to Pledge Agreement. The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Borrower will be deemed to be a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and assumes all obligations, representations, warranties, covenants, terms, conditions, duties and waivers of a Pledgor thereunder, all as if it had been an original signatory to, and had executed, the Pledge Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph, the New Borrower hereby grants, pledges and assigns to the Collateral Agent, for the benefit of the holders of the Secured Obligations (as defined in the Pledge Agreement), a continuing security interest in, and a right of set-off against, any and all right, title and interest of the New Borrower in and to any Capital Stock, whether now owned or hereafter acquired, including, without limitation, the outstanding Capital Stock identified as owned by it on the supplement to Schedule 2.1(a) to the Pledge Agreement, attached hereto as Appendix A and all other Pledged Collateral (as defined in the Pledge Agreement) of the New Borrower to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations.
Sample 1
Joinder to Pledge Agreement. IFC is hereby joined in, and hereby agrees that it is, and for all purposes after the date hereof shall be a “Pledgor” party to the Pledge Agreement as if IFC were an original signatory thereto in the same manner and capacity as a “Pledgor” thereunder. The term “Pledgor” as used in the Pledge Agreement shall be deemed to include IFC. IFC acknowledges the Administrative Agent’s security interest in the Pledged Collateral and agrees that the Administrative Agent’s Liens on such Pledged Collateral granted under the Pledge Agreement are not released or impaired in any way as a result of the execution of this Joinder to Pledge Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution of this Joinder, it has pledged to the Administrative Agent, and otherwise granted to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in all of the following, as security for the Secured Liabilities, which shall be included as Pledged Collateral under the Pledge Agreement:
Sample 1
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Related to Joinder to Pledge Agreement

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • Pledge Agreements Duly executed originals of each of the Pledge Agreements accompanied by (as applicable) (a) share certificates representing all of the outstanding Stock being pledged pursuant to such Pledge Agreement and stock powers for such share certificates executed in blank and (b) the original Intercompany Notes and other instruments evidencing Indebtedness being pledged pursuant to such Pledge Agreement, duly endorsed in blank.

  • Pledge Agreement Other than as expressly permitted hereunder, the Pledge Agreement or any other Security Document pursuant to which the Capital Stock or Stock Equivalents of the Borrower or any Subsidiary is pledged or any material provision thereof shall cease to be in full force or effect (other than pursuant to the terms hereof or thereof or as a result of acts or omissions of the Collateral Agent or any Lender) or any pledgor thereunder or any Credit Party shall deny or disaffirm in writing any pledgor’s or Credit Party’s obligations under any Security Document; or

  • of the Pledge Agreement Upon the occurrence of a Termination Event, the Company shall promptly but in no event later than two Business Days thereafter give written notice to the Agent, the Collateral Agent and to the Holders, at their addresses as they appear in the Register.

  • Termination of Pledge Agreement This Agreement and the rights hereby granted by Pledgor in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of Pledgor under the Securities Contract and hereunder. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to Pledgor by Secured Party, all at the request and expense of Pledgor.

  • Guaranty Agreement FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the agreement of Xxxxxxxx Development Company, LLC, (the "Developer") to permit deferral of the $246,884 due from Desloge Associates I, L.P. a Missouri limited partnership ("Debtor") to the Developer, the undersigned Guarantor(s), hereby unconditionally guaranty the full and prompt payment when due, whether by acceleration or otherwise of that certain Developer Fee from Debtor to the Developer, evidenced by the Development Services Agreement dated October 1, 1998 incorporated herein by this reference. The foregoing described debt is referred to hereinafter as the "Liabilities" or "Liability." The undersigned further agree to pay all expenses paid or incurred by the Developer in endeavoring to collect the Liabilities, or any part thereof, and in enforcing the Liabilities or this Guaranty Agreement (including reasonable attorneys' fees if collected or enforced by law or through an attorney-at-law). The undersigned hereby represent and warrant that the extension of credit or other financial accommodations by the Developer to Debtor will be to the interest and advantage of the undersigned, and acknowledge that this Guaranty Agreement is a substantial inducement to the Developer to extend credit to Debtor and that the Developer would not otherwise extend credit to Debtor. The Developer may, from time to time, without notice to or consent of the undersigned, (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to the undersigned, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period) or alter any of the Liabilities, (d) release or compromise any Liability of the undersigned hereunder or any Liability of any other party or parties primarily or secondarily liable on any of the Liabilities, (e) release, compromise or subordinate its title or security interest, or any part thereof, if any, in all or any property now or hereafter securing any of the Liabilities or any obligation hereunder, and permit any substitution or exchange for any such property, and (f) resort to the undersigned for payment of any of the Liabilities, whether or not the Developer shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have preceded against any other party primarily or secondarily liable on any of the Liabilities. The undersigned hereby expressly waive: (a) notice of the existence or creation of all or any of the Liabilities, (b) notice of any amendment or modification of any of the instruments or documents evidencing or securing the Liabilities, (c) presentment, demand, notice of dishonor and protest, (d) all diligence in collection or protection of or realization upon the Liabilities or any thereof, any obligation hereunder, or any security for any of the foregoing, and (e) the right to require the Developer to proceed against Debtor on any of the Liabilities. In the event any payment of Debtor to the Developer is held to constitute a preference under the bankruptcy laws, or if for any other reason the Developer is required to refund such payment or pay the amount thereof to any other party, such payment by Debtor to the Developer shall not constitute a release of Guarantor from any Liability hereunder, but Guarantor agrees to pay such amount to the Developer upon demand and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, to the extent of any such payment or payments. No delay or failure on the part of the Developer in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Developer of any right or remedy shall preclude other or future exercise thereof or the exercise of any other right or remedy. No action of the Developer permitted hereunder shall in any way impair or affect this Guaranty Agreement. For the purpose of this Guaranty Agreement, the Liabilities of Debtor to the Developer are guaranteed notwithstanding any right or power of Debtor or anyone else to assert any claim or defense as to the invalidity or unenforceability of any such obligation, and no such claim or defense shall impair or affect the obligations of the undersigned hereunder. Payment by the Guarantor under this Guaranty Agreement shall be recorded as a cost overrun and not repayable. It shall be a payment from the Guarantor to Debtor and, subsequently, as a payment of the Development Fee from Debtor to Developer. This Guaranty Agreement shall be binding upon the undersigned, and upon the legal representatives, heirs, successors and assigns of the undersigned. This Guaranty Agreement has been made and delivered in the state of Missouri and shall be construed and governed under Missouri law. Whenever possible, each provision of the Guaranty Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty Agreement. No person not a Party to this Agreement is an intended beneficiary of this Agreement, and no person not a Party to this Agreement shall have any right to enforce any term of this Agreement. Whenever the singular or plural number, masculine or feminine or neuter is used herein, it shall equally include the other where applicable. In the event this Guaranty Agreement is executed by more than one guarantor, this Guaranty Agreement and the obligations hereunder are the joint and several obligation of the undersigned. Guarantor consents to the jurisdiction of the courts in the State of Missouri and/or to the jurisdiction and venue of any United States District Court in the State of Missouri having jurisdiction over any action or judicial proceeding brought to enforce, construe or interpret this Guaranty. Guarantor agrees to stipulate in any such proceeding that this Guaranty is to be considered for all purposes to have been executed and delivered within the geographical boundaries of the State of Missouri, even if it was, in fact, executed and delivered elsewhere.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Holdings Guaranty 261 14.01 The Guaranty............................................................................ 261 14.02 Bankruptcy.............................................................................. 261 14.03

  • 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.

  • 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.

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