Ratification and Release. The undersigned, hereby consents to the terms of the within and foregoing Amendment, confirms and ratifies the terms of its guaranty agreement, and acknowledges that its guaranty agreement is in full force and effect, that it has no defense, counterclaim, set-off or any other claim to diminish its liability under such document, that its consent is not required to the effectiveness of the within and foregoing document, and that no consent by it is required for the effectiveness of any future amendment, modification, forbearance or other action with respect to the Loans, the Collateral, or any of the Other Agreements. THE UNDERSIGNED HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES COLLATERAL AGENT AND LENDERS. THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE UNDERSIGNED MAY NOW OR HEREAFTER HAVE AGAINST COLLATERAL AGENT OR LENDERS, THEIR PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY "LOANS". INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. GUARANTOR: MERCHANTS METALS HOLDING COMPANY By: Name: Xxxxxx X. Xxxxxxx
Ratification and Release. The Borrower does hereby remise, release and forever discharge the Agent and the Lenders and each of their respective affiliates, successors, officers, directors, employees, counsel and agents, past and present, and each of them, of and from any and all manner of actions, and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, claims and demands whatsoever in law or in equity, which against the Agent, the Lenders or any of their respective affiliates, successors, officers, directors, employees, counsel or agents, or any one or more of them, the Borrower ever had, now has, or hereafter can, shall or may have for or by reason of any cause, matter or thing that occurred or did not occur on or prior to the Amendment Closing Date with respect to the Loan Agreement, this Amendment or any Security Document or other Loan Document, any previous version hereof or thereof or any proposed amendment or waiver hereof or thereof.
Ratification and Release. 6.1 Ratification. Each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of each Administrative Agent, the L/C Issuers or the Lenders, as the case may be, under each Loan Document, (b) agrees and acknowledges that the liens in favor of each Administrative Agent, the L/C Issuers or the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests and are not subject to avoidance, disallowance or subordination pursuant to any requirement of Law, (c) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the Loan Parties and that (x) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (y) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any requirement of Law, (d) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and (e) agrees that neither such ratification and reaffirmation, nor the Administrative Agents’, the L/C Issuers’ nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Loan Documents with respect to any subsequent modifications, consent or waiver with respect to the Credit Agreement or other Loan Documents. This Consent shall not constitute a waiver of, or forbearance with respect to, any Default, whether known or unknown, and the Administrative Agent and the Lenders shall reserve all rights and remedies in respect thereof. This Consent shall constitute a “Loan Document” for purposes of the Credit Agreement.
Ratification and Release. 4.1 Each Transaction Document is in all respects hereby ratified and confirmed by the Borrower, Maxtor and the Servicer and, except to the extent expressly provided in this Agreement, none of the execution, delivery or effectiveness of this Agreement shall operate as a forbearance in respect of any rights, powers or remedies of the Agent, the Lender or the Facility Insurer of any provision contained in any Transaction Document, whether as a result of any Early Amortization Event, Servicer Default, or otherwise. Each of the Borrower, Maxtor and the Servicer hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Transaction Document to which it is a party, (ii) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Transaction Document and (iii) acknowledges that no Forbearance Party has made any promises, covenants or commitments with respect to whether or not it is willing to waive the Dilution Trigger Event described above.
Ratification and Release. 5.1 Each Transaction Document is in all respects hereby ratified and confirmed by the Borrower, Maxtor and the Servicer and, except to the extent expressly provided in this Agreement, none of the execution, delivery or effectiveness of this Agreement shall operate as a forbearance in respect of any rights, powers or remedies of the Agent or the Lender of any provision contained in any Transaction Document, whether as a result of any Early Amortization Event, Servicer Default, or otherwise. Each of the Borrower, Maxtor and the Servicer hereby: (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Transaction Document to which it is a party, (ii) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Transaction Document and (iii) acknowledges that the Agent has not made any promises, covenants or commitments with respect to whether or not it is willing to waive the Dilution Trigger Event described above.
Ratification and Release. Borrower hereby (i) ratifies, adopts and reaffirms each of the terms and provisions of the Loan Agreement, the Note, and the other Loan Documents, subject only to the modifications contained herein; (ii) agrees that no provisions of the Loan Documents have been waived; (iii) releases all claims and causes of action that Borrower has, or may have, against Lender; and (iv) waives and releases any defenses to enforcement of the Loan Documents. In the event of any conflict between the terms of this Modification and terms of the other Loan Documents, this Modification shall govern and control. 9.
Ratification and Release. 3.1 The terms and conditions of the Agreement as modified by this Supplement are acknowledged and agreed to be in full force and effect.
Ratification and Release. Each of the Guarantors hereby acknowledges and reaffirms in all respects all of its respective obligations under the Guaranties giving effect to the foregoing provisions of this Agreement.
Ratification and Release. (a) The Company, Finance Corp. and each Guarantor party hereto hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor or for the benefit of the Trustee or the Holders, as the case may be, under each Note Document, (ii) agrees and acknowledges that the liens in favor or for the benefit of the Trustee and the Holders under each Note Document constitute valid, binding, enforceable and perfected first priority liens and security interests and are not subject to avoidance, disallowance or subordination pursuant to Title 11 of the United States Code (the “Bankruptcy Code”) or applicable non-bankruptcy law (except to the extent they are subject to the rights of the holders of Priority Lien Obligations), (iii) agrees and acknowledges that the Second Lien Obligations constitute legal, valid and binding obligations of each of the Borrowers and Guarantors and that (x) no offsets, defenses or counterclaims to the Second Lien Obligations exist and (y) no portion of the Second Lien Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to Bankruptcy Code or applicable non-bankruptcy law (except to the extent they are subject to the rights of the holders of Priority Lien Obligations), (iv) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of the Note Documents, and (v) agrees that neither such ratification and reaffirmation, nor the Trustee’s nor any Holders’ solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Indenture with respect to any subsequent modifications, consent or waiver with respect to the Indenture or other Note Documents. The Indenture and each other Note Document is in all respects hereby ratified and confirmed and, except as set forth in Section 2.1(a) of this Agreement, neither the execution, delivery nor effectiveness of this Agreement shall operate as a waiver of any Default or Event of Default (whether or not known to the Trustee or any Holder) or any right, power or remedy of the Trustee or any Holder of any provision contained in the Indenture or any other Note Document, whether as a result of any Default or Event of Default or otherwise.
Ratification and Release
