Acknowledgment by Guarantors. Guarantors hereby acknowledge, confirm and agree that their Guarantees guaranteeing the payment and performance of all Obligations of Borrowers are in full force and effect as of the date hereof, and the "Obligations" (as such term is defined in the Guarantees) shall, without limitation, extend to and cover the TCS Factory Term Loan and the TCS Office Term Loan.
Acknowledgment by Guarantors. In connection with this Amendment, each of the undersigned, being a Guarantor under its respective Guaranty, hereby acknowledges and agrees to this Amendment and confirms and agrees that its Guaranty is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of this Amendment, each reference in such Guaranty to the Credit Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment.
Acknowledgment by Guarantors. Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Second Amendment and Waiver to Third Amended and Restated Credit Agreement dated as of December 29, 2011 (the “Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party and affirms that the terms of its respective Guaranty guarantees, and will continue to guarantee, the Obligations, after giving effect to the Amendment, and (iv) represents and warrants that (a) no Default or Event of Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Amendment. XXXXXXXX OIL & GAS HOLDINGS, INC. XXXXXXXX OIL & GAS - LOUISIANA, LLC XXXXXXXX OFFSHORE, LLC XXXXXXXX OIL & GAS GP, LLC, By Xxxxxxxx Resources, Inc., its sole member XXXXXXXX OIL & GAS, LP, By Xxxxxxxx Oil & Gas GP, LLC, its general partner, By Xxxxxxxx Resources, Inc., its sole member By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer XXXXXXXX OIL & GAS INVESTMENTS, LLC By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Manager Annex I Increasing Lenders Bank of Montreal Regions Bank BOKF, NA dba Bank of Texas Branch Banking and Trust Company IBERIABANK OneWest Bank, FSB Annex I Annex II SCHEDULE 2.1 COMMITMENT AMOUNTS AND PERCENTAGE SHARES Lender Commitment Amount Percentage Share Bank of Montreal $78,409,092.00 10.000000000% Bank of America, N.A. $57,272,727.00 7.636363636% JPMorgan Chase Bank, N.A. $57,272,727.00 7.636363636% Comerica Bank $57,272,727.00 7.636363636% Union Bank, N.A. $57,272,727.00 7.636363636% Regions Bank $57,272,727.00 7.636363636% Bank of Scotland $53,181,818.00 7.090909091% Capital One, N.A. $ 0.00 0.000000000% The Bank of Nova Scotia $43,636,364.00 5.000000000% Compass Bank $43,636,364.00 5.000000000% Natixis $43,636,364.00 5.818181818% U.S. Bank National Association $34,285,714.00 4.571428571% SunTrust Bank $43,636,364.00 5.818181818% BOKF, NA dba Bank of Texas $32,142,857.00 4.285714296% Branch Banking and Trust Company $37,500,000.00 5.000000000% IBERIABANK $26,785,714.00 3.571428571% OneWest Bank, FSB $26,785,714.00 3.571428571% Total $750,000,000.00 100.00000000% Annex I
Acknowledgment by Guarantors. The Administrative Agent shall have received an acknowledgment, dated the Effective Date and executed by each Guarantor, acknowledging and agreeing to the provisions of the Credit Agreement Amendment, in form and substance reasonably satisfactory to the Administrative Agent.
Acknowledgment by Guarantors. Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain First Amendment and Waiver of Credit Agreement dated as of April 5, 2011 (the “First Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the First Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party, and (iv) represents and warrants that (a) no Default or Event of Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the First Amendment. PENN VIRGINIA OIL & GAS CORPORATION, a Virginia corporation PENN VIRGINIA OIL & GAS GP LLC, a Delaware limited liability company PENN VIRGINIA OIL & GAS LP LLC, a Delaware limited liability company PENN VIRGINIA MC CORPORATION, a Delaware corporation PENN VIRGINIA MC ENERGY L.L.C., a Delaware limited liability company PENN VIRGINIA MC OPERATING COMPANY L.L.C., a Delaware limited liability company PENN VIRGINIA OIL & GAS, L.P., a Texas limited partnership By Penn Virginia Oil & Gas GP LLC, a Delaware limited liability company, as its general partner By /S/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer
Acknowledgment by Guarantors. By their execution hereof, each of the Guarantors hereby expressly (a) consents to the modifications and amendments set forth in this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in each of the Loan Documents to which it is a party (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date) and (c) acknowledges, represents and agrees that its respective covenants, representations, warranties and other obligations set forth in each of the Loan Documents to which it is a party remain in full force and effect (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date).
Acknowledgment by Guarantors. The Subsidiary Guarantors and Parent Guarantor hereby acknowledge and agree to the amendments of the Original Agreements effected hereby and hereby ratify and re-affirm the Subsidiary Guaranty and the Parent Guaranty, as the case may be.
Acknowledgment by Guarantors. By its execution hereof, each Guarantor hereby (a) acknowledges and consents to the terms and provisions hereof; (b) irrevocably and unconditionally, guarantees to Lender, jointly and severally, the prompt and punctual payment and performance of the Renewal Note in accordance with the terms of the Guaranty; (c) ratifies and confirms the Guaranty, including all interest and costs of collection, to or for the benefit of Lender; (d) agrees that the Guaranty is and shall remain in full force and effect and that the terms and provisions of the Guaranty cover and pertain to the Loan, Renewal Note, and other Loan Documents as modified hereby, including, without limitation, that the Guaranteed Obligations (as defined in the Guaranties) incorporates and includes the Renewal Note; (e) acknowledges that there are no claims or offsets against, or defenses or counterclaims to, the terms and provisions of the Guaranty or the other obligations created and evidenced by the Guaranty; (f) certifies that the representations and warranties contained in the Guaranty remain true and correct representations and warranties of each Guarantor as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case, they are true and correct in all material respects as of such earlier date; and (g) acknowledges that Lender has satisfied and performed its covenants and obligations under the Guaranty and the other Loan Documents, and that no action or failure to act by or on behalf of Lender has or will give rise to any cause of action or other claim against Lender for breach of the Guaranty or other Loan Documents or otherwise.
Acknowledgment by Guarantors. By executing this Agreement in the spaces provided below, the Guarantors hereby absolutely and unconditionally on a joint and several basis, confirm and acknowledge their respective Guaranties, and consent to (i) the execution and delivery by the Borrower of this Agreement and the other Loan Documents, (ii) the implementation and consummation of arrangements and transactions contemplated by this Agreement and the other Loan Documents, and (iii) the performance and observance by the Borrower of all of its agreements, covenants, duties and obligations under this Agreement and the other Loan Documents, as amended or restated from time to time.
Acknowledgment by Guarantors. Guarantors hereby acknowledge, confirm and agree, and Borrowers, in their capacities as guarantors with respect to the other Borrowers, hereby acknowledge, confirm and agree that their Guarantees guaranteeing the payment and performance of all Obligations of Borrowers (or the other Borrowers, as the case may be) are in full force and effect as of the date hereof, and, without the need for any further acknowledgment or any consent by Guarantors or Borrowers, upon and after the Additional Term Advance Closing Date, the "Obligations" (as such term is defined in the Guarantees) shall, without limitation, automatically extend to and cover, without limitation, the HDPI Term Loan (other than in the Guarantees delivered by HDPI itself) and the Hanover Realty Term Loan (other than in the Guarantees delivered by Hanover Realty itself), as the balances thereof are consolidated with the Additional Term Advances made to HDPI and Hanover Realty, and, as so consolidated, as the terms thereof are amended and restated pursuant to this Amendment and instruments hereunder.
