THIS JOINDER AND THE RIGHTS AND OBLIGATIONS Sample Clauses

THIS JOINDER AND THE RIGHTS AND OBLIGATIONS. OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the day and year first above written. [EACH SUBSIDIARY BORROWER], as a Subsidiary Borrower By: Name: Title: ACKNOWLEDGED AND AGREED TO: JPMorgan Chase Bank, N.A., as Administrative Agent By: Name: Title: [Banco do Brasil S.A., as Brazilian Administrative Agent]18 By: Name: Title: GENERAL MOTORS COMPANY By: Name: Title: 18 Only if for a Brazilian Borrower. EXHIBIT K-1 to Credit Agreement [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Five Year Revolving Credit Agreement dated as of October 17, 2014 (as amended, restated, amended and restated, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”), among General Motors Company, a Delaware corporation (the “Company”), General Motors Financial Company, Inc., a Texas corporation, General Motors do Brasil Ltda., a Brazilian limited liability company, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Banco do Brasil S.A., as Brazilian administrative agent, and the other agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.22 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Commitment, the Loan(s) (as well as any Note(s) evidencing such Loan(s)), and the L/C Obligations in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of the Company within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Company as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished, ...
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THIS JOINDER AND THE RIGHTS AND OBLIGATIONS. OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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THIS JOINDER AND THE RIGHTS AND OBLIGATIONS. OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. [ADD SIGNATURES] 7 Revise references throughout as appropriate to refer to the party or parties being added. Credit and Guaranty Agreement EXHIBIT N [FORM OF] ABL/TERM LOAN INTERCREDITOR AGREEMENT EXHIBIT N INTERCREDITOR AGREEMENT by and between WXXXX FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and ALTER DOMUS (US) LLC as Term Loan Agent Dated as of December 7, 2020 Credit and Guaranty Agreement EXHIBIT N Table of Contents Page ARTICLE 1 Definitions N-5 Section 1.1 UCC Definitions N-5 Section 1.2 Other Definitions N-5 Section 1.3 Rules of Construction N-31 ARTICLE 2 Lien Priority N-32 Section 2.1 Agreement to Subordinate N-32 Section 2.2 Waiver of Right to Contest Liens N-37 Section 2.3 Remedies Standstill N-40 Section 2.4 Exercise of Rights N-48 Section 2.5 No New Liens N-54 Section 2.6 Waiver of Marshalling N-58 ARTICLE 3 Actions of the Parties N-58 Section 3.1 Certain Actions Permitted N-58 Section 3.2 Agent for Perfection N-59 Section 3.3 Sharing of Information and Access N-60 Section 3.4 Insurance N-60 Section 3.5 No Additional Rights For the Credit Parties Hereunder N-60 Section 3.6 Actions Upon Breach N-61 Section 3.7 Inspection Rights N-61 Section 3.8 Purchase Rights N-62 ARTICLE 4 Application of Proceeds N-65 Section 4.1 Application of Proceeds N-65 Section 4.2 Specific Performance N-70 Section 4.3 Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral N-71 ARTICLE 5 Intercreditor Acknowledgements and Waivers N-71 Section 5.1 Notice of Acceptance and Other Waivers N-71 Section 5.2 Modifications to ABL Documents and Term Loan Documents N-78 Section 5.3 Reinstatement and Continuation of Agreement N-84 ARTICLE 6 Insolvency Proceedings N-86 Section 6.1 DIP Financing N-86 Section 6.2 Relief From Stay N-89 Section 6.3 No Contest N-90 Section 6.4 Asset Sales N-92 Section 6.5 Separate Grants of Security and Separate Classification N-92 Section 6.6 Enforceability N-93 Section 6.7 ABL Obligations Unconditional N-93 Section 6.8 Term Loan Obligations Unconditional N-93 Credit and Guaranty Agreement EXHIBIT N Table of Contents (continued) Page Section 6.9 Add...
Sample 1
THIS JOINDER AND THE RIGHTS AND OBLIGATIONS. OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
Sample 1

Related to THIS JOINDER AND THE RIGHTS AND OBLIGATIONS

  • THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

  • THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Rights and Obligations of Both Parties 5.1 Party A’s rights and Obligations

  • Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.

  • Rights and Obligations of Party B 1. Party B’s Rights

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Rights and Obligations of Party A I. Rights of Party A

  • Rights and Obligations of Members A. No Member shall be obligated to make capital contributions to the Company except as provided in Section 9A.

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