The Joinder Agreement Sample Clauses

The Joinder Agreement. The Securities Purchase Agreement and the documents referred to in paragraphs 1-3 above are referred to as the “Transaction Documents.” We have also examined originals or copies of the certificate or articles of incorporation and bylaws of Holdings, Global and each of the Subsidiaries, resolutions of the boards of directors of Holdings, Global and each of the Subsidiaries, and certificates of public officials concerning the legal existence, qualification or good standing of Holdings, Global and each of the Subsidiaries in various jurisdictions. As to all factual matters material to the opinions set forth herein, we have (with your permission and without any investigation or independent March 31, 2006 Page 2 confirmation) relied upon, and assumed the accuracy of, such certificates, corporate records, searches and other documents (including certificates of responsible officers of Holdings, Global and the Subsidiaries as to matters of fact) with respect to the facts stated therein. Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge or awareness, we are referring to the actual knowledge of Jxxxxxx Xxxxxxx, Axxx Xxxxx, Mxxxxxx Xxxxxx and Rxxxxx Xxxxxxxx, the only Bxxxxxxxxx Hyatt & Fxxxxx, P.C. attorneys who have given substantive attention to matters concerning the Transaction Documents during the course of such representation, which knowledge has been obtained by such attorneys in their capacity as such. We are not generally familiar with the business, records, transactions or activities of Holdings, Global or the Subsidiaries, Our knowledge of the business, records, transactions and activities of Holdings, Global and the Subsidiaries is limited to the information which has been brought to our attention by officers of Holdings, Global and the Subsidiaries in connection with this opinion letter or by those corporate records and agreements that were revealed to us by Holdings, Global and the Subsidiaries in response to our inquiries. While nothing has come to our attention which has led us to conclude that such information, taken as a whole, is materially inaccurate, we make no representation concerning the scope or adequacy of such review or such inquiries or concerning the accuracy or completeness of the responses to such inquiries. Without limiting the foregoing, we have relied, as to factual matters, without investigation, on the certificates of officers of Holdings, Global and the Subsidiaries d...
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The Joinder Agreement. The Joinder Agreement shall have been entered into by each of Xxxxxxx and Xxxxxx and shall have been confirmed and accepted by the Underwriters, and is in full force and effect.
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The Joinder Agreement. On the Closing Date, immediately following (a) the consummation of the Purchaser's acquisition of the Davel Credit Party Debt, Cerberus Subordinated Debt and Davel Subject Shares pursuant to the Davel Acquisition Documents, and (b) the funding of the Loan by the Lender, the Borrowers shall cause each of the Davel Credit Parties to execute and deliver to the Lender a joinder agreement in the form of EXHIBIT Q annexed hereto and made a part hereof (the "JOINDER AGREEMENT"), pursuant to which each of the Davel Credit Parties shall covenant and agree to be bound by all of the terms and conditions of this Credit Agreement, including all covenants and agreements of the Borrowers contained herein, as though each such Davel Credit Party were an original party signatory hereto. Any failure of any of the Davel Credit Parties to duly execute and deliver such Joinder Agreement on the Closing Date shall be deemed an Event of Default under this Agreement and the Note.
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The Joinder Agreement. On the Closing Date, the Joinder Agreement will have been duly authorized, executed and delivered by Blacksmith and will constitute a valid and legally binding obligation of Blacksmith, enforceable against Blacksmith in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
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The Joinder Agreement. The Joinder Agreement shall have been entered into by each of Xxxxxxx and Xxxxxx and shall have been confirmed and accepted by the International Managers, and is in full force and effect.
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The Joinder Agreement. (k) Such other documents and instruments as may be reasonably requested by counsel for Purchaser.
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Related to The Joinder Agreement

  • 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.

  • FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], 20[ ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and HERCULES CAPITAL, INC., a Maryland corporation (as “Agent”).

  • Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

  • 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.

  • AMENDMENT, SUPPLEMENT AND WAIVER The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

  • Amendment; Supplement; Waiver Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not materially and adversely affect the rights of any Holder.

  • Agreement Amendment If either party hereto requests to amend this agreement, it shall notify the other party in writing, and the other party shall respond within one week. All amendments of this agreement must be made in writing by both parties, and such amendments shall be deemed as inseverable parts of this agreement.

  • Amendment, Supplement, Waiver, Etc The Company, the Guarantors and the Trustee (if a party thereto) may, without the consent of the Holders of any outstanding Notes, amend, waive or supplement the Indenture or the Notes for certain specified purposes, including, among other things, curing ambiguities, defects or inconsistencies, maintaining the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and making any change that does not materially and adversely affect the rights of any Holder. Other amendments and modifications of the Indenture or the Notes may be made by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of the outstanding Notes, subject to certain exceptions requiring the consent of the Holders of the particular Notes to be affected.

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

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