Common use of Ratification by Guarantors Clause in Contracts

Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (a) notwithstanding the effectiveness of this Amendment, such Guarantor’s Guaranty shall remain in full force and effect without modification thereto and (b) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s Guaranty or any other Credit Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 12. Each of the Guarantors hereby further acknowledges that Company, Administrative Agent, Collateral Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision of the Credit Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions and Interpretation 5 Interpretation 8 2 The Facility 8 3 Conditions Precedent 8 4 Purchase and Sale of Account Receivable 9 5 Representations and Warranties 9 6 Undertakings 10 7 Buy back of Account Receivable 12 8 Indemnities 13 9 Termination Events 13 10 General 15 11 Termination 15 12 Facility Fee 15 13 Notices 16 14 Assignments 17 15 Governing Law 17 Schedule 1 – Supplier Pricing Schedule 18 Schedule 2 – Purchase Pack 21 Schedule 3 – Condition Precedent Documents 24 Committed Account Receivable Purchase Agreement made on 01 April 2005 as amended and restated on 14 July, 2006 Between

Appears in 1 contract

Samples: Sanmina-Sci Corp

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Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (ai) notwithstanding the effectiveness of this Amendment, such Guarantor’s Guaranty and the Collateral Documents to which such Guarantor is a party shall remain in full force and effect without modification thereto and (bii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s Guaranty or Collateral Document to which such Grantor is a party or any other Credit Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 1211. Each of the Guarantors hereby further acknowledges that Company, Administrative Agent, Collateral Agent Arranger and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision provisions of the Credit Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty or Collateral Document to which such Guarantor is a party or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions Without limiting the generality of the foregoing, the Collateral Documents and Interpretation 5 Interpretation 8 2 The Facility 8 3 Conditions Precedent 8 4 Purchase all of the Collateral described therein do and Sale shall continue to secure the payment of Account Receivable 9 5 Representations and Warranties 9 6 Undertakings 10 7 Buy back all Obligations of Account Receivable 12 8 Indemnities 13 9 Termination Events 13 10 General 15 11 Termination 15 12 Facility Fee 15 13 Notices 16 14 Assignments 17 15 Governing Law 17 Schedule 1 – Supplier Pricing Schedule 18 Schedule 2 – Purchase Pack 21 Schedule 3 – Condition Precedent Documents 24 Committed Account Receivable Purchase Agreement made on 01 April 2005 the Credit Parties under the Credit Documents, in each case as amended and restated on 14 July, 2006 Betweenby this Amendment.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Kraton Polymers LLC)

Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (a) notwithstanding the effectiveness of this Amendment, such Guarantor’s Guaranty shall remain in full force and effect without modification thereto and (b) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s Guaranty or any other Credit Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 12. Each of the Guarantors hereby further acknowledges that Company, Administrative Agent, Collateral Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision of the Credit Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions and Interpretation 5 Interpretation 8 7 2 The Facility 8 7 3 Conditions Precedent 8 4 Purchase and Sale of Account Receivable 9 8 5 Representations and Warranties 9 8 6 Undertakings 10 9 7 Buy back of Account Receivable 12 11 8 Indemnities 13 12 9 Termination Events 13 12 10 General 15 13 11 Termination 15 14 12 Facility Fee 15 14 13 Notices 16 14 14 Assignments 17 15 15 Governing Law 17 15 Schedule 1 – Supplier Pricing Schedule 18 16 Schedule 2 – Purchase Pack 21 18 Schedule 3 – Condition Precedent Documents 24 21 Committed Account Receivable Purchase Agreement made on 01 April 2005 as amended and restated on 14 July, 2006 Between

Appears in 1 contract

Samples: Sanmina-Sci Corp

Ratification by Guarantors. Each of the Guarantors (other than, for the avoidance of doubt, First Hospital Panamericano, Inc.) acknowledges that its consent to this Amendment (including the release of First Hospital Panamericano, Inc. from its obligations under the Collateral Agreement and the Subsidiary Guarantee Agreement and the incurrence by the Borrower of the 2016 Incremental Term Loans) is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment (including the release of First Hospital Panamericano, Inc. from its obligations under the Collateral Agreement and the Subsidiary Guarantee Agreement and the incurrence by the Borrower of the 2016 Incremental Term Loans) and to the documents and agreements referred to herein. Each of the Guarantors (other than, for the avoidance of doubt, First Hospital Panamericano, Inc.) agrees and acknowledges that (ai) notwithstanding the effectiveness of this Amendment, such Guarantor’s Guaranty guarantee shall remain in full force and effect without modification thereto and (bii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s Guaranty guarantee, the Collateral Agreement or any other Credit Loan Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respectsrespects as of the Fifth Amendment Effective Date (it being understood and agreed that each of the entities that became a Guarantor pursuant to the Assumption Agreement, dated as of June 1, 2016, in respect of the Subsidiary Guarantee Agreement, and the Assumption Agreement, dated as of June 1, 2016, in respect of the Collateral Agreement, shall be deemed to have satisfied all requirements of such entity to become a Guarantor pursuant to the Loan Documents). Each of the Guarantors (other than, for the avoidance of doubt, First Hospital Panamericano, Inc.) hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 1210. Each of the Guarantors (other than, for the avoidance of doubt, First Hospital Panamericano, Inc.) hereby further acknowledges that Companythe Borrower, the Administrative Agent, Collateral Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision of the Credit Loan Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions and Interpretation 5 Interpretation 8 2 The Facility 8 3 Conditions Precedent 8 4 Purchase and Sale of Account Receivable 9 5 Representations and Warranties 9 6 Undertakings 10 7 Buy back of Account Receivable 12 8 Indemnities 13 9 Termination Events 13 10 General 15 11 Termination 15 12 Facility Fee 15 13 Notices 16 14 Assignments 17 15 Governing Law 17 Schedule 1 – Supplier Pricing Schedule 18 Schedule 2 – Purchase Pack 21 Schedule 3 – Condition Precedent Documents 24 Committed Account Receivable Purchase Agreement made on 01 April 2005 as amended and restated on 14 July, 2006 Betweenguarantee.

Appears in 1 contract

Samples: Universal Health Services Inc

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Ratification by Guarantors. Each of the undersigned Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment Amendment, the amendments to the Administrative Borrower Guaranty, the Domestic Subsidiary Guaranty and the Foreign Subsidiary Guaranty and to the other documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (ai) notwithstanding the effectiveness of this AmendmentAmendment (and the amendments to the Administrative Borrower Guaranty, the Domestic Subsidiary Guaranty and the Foreign Subsidiary Guaranty set forth herein), such Guarantor’s Guaranty Guaranty, as applicable, shall remain in full force and effect without modification thereto on a continuous basis and (bii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s , the Administrative Borrower Guaranty, the Domestic Subsidiary Guaranty and the Foreign Subsidiary Guaranty or any other Credit Loan Document (except with respect to any Excluded Swap Obligations) executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 1214. Each of the Guarantors hereby further acknowledges that Companythe Administrative Borrower, the Designated Borrower, the Administrative Agent, Collateral Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers amendments of any provision provisions of the Credit Loan Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions and Interpretation 5 Interpretation 8 2 The Facility 8 3 Conditions Precedent 8 4 Purchase and Sale of Account Receivable 9 5 Representations and Warranties 9 6 Undertakings 10 7 Buy back of Account Receivable 12 8 Indemnities 13 9 Termination Events 13 10 General 15 11 Termination 15 12 Facility Fee 15 13 Notices 16 14 Assignments 17 15 Governing Law 17 Schedule 1 – Supplier Pricing Schedule 18 Schedule 2 – Purchase Pack 21 Schedule 3 – Condition Precedent Documents 24 Committed Account Receivable Purchase Agreement made on 01 April 2005 as amended and restated on 14 July, 2006 Between.

Appears in 1 contract

Samples: Credit Agreement (Alexion Pharmaceuticals Inc)

Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (ai) notwithstanding the effectiveness of this Amendment, such Guarantor’s Guaranty and the Collateral Documents to which such Guarantor is a party shall remain in full force and effect without modification thereto and (bii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s Guaranty or Collateral Document to which such Grantor is a party or any other Credit Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 12. Each of the Guarantors hereby further acknowledges that Company, Administrative Agent, Collateral Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision provisions of the Credit Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s Guaranty or Collateral Document to which such Guarantor is a party or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s Guaranty. 94 1 Definitions Without limiting the generality of the foregoing, the Collateral Documents and Interpretation 5 Interpretation 8 2 The Facility 8 3 Conditions Precedent 8 4 Purchase all of the Collateral described therein do and Sale shall continue to secure the payment of Account Receivable 9 5 Representations and Warranties 9 6 Undertakings 10 7 Buy back all Obligations of Account Receivable 12 8 Indemnities 13 9 Termination Events 13 10 General 15 11 Termination 15 12 Facility Fee 15 13 Notices 16 14 Assignments 17 15 Governing Law 17 Schedule 1 – Supplier Pricing Schedule 18 Schedule 2 – Purchase Pack 21 Schedule 3 – Condition Precedent Documents 24 Committed Account Receivable Purchase Agreement made on 01 April 2005 the Credit Parties under the Credit Documents, in each case as amended and restated on 14 July, 2006 Betweenby this Amendment.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Kraton Polymers LLC)

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