INVACARE CORPORATION Sample Clauses

INVACARE CORPORATION. WAIVER AND AMENDMENT Dated as of November 14, 2006 to NOTE PURCHASE AGREEMENTS Dated as of February 27, 1998 ----------------------------------- Re: $80,000,000 6.71% Series A Senior Notes due February 27, 2008 and $20,000,000 6.60% Series B Senior Notes due February 27, 2005 ================================================================================ WAIVER AND AMENDMENT TO NOTE PURCHASE AGREEMENTS THIS WAIVER AND AMENDMENT dated as of November 14, 2006 (the or this "Waiver"), to the separate and several Note Purchase Agreements dated as of February 27, 1998, is between INVACARE CORPORATION, an Ohio corporation (the "Company"), and each of the institutions which is a signatory to this Waiver and is a Noteholder referred to below.
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INVACARE CORPORATION. By: _______________________________ Its: _____________________________ The undersigned hereby executes this Guaranty for the purpose of accepting it and agreeing to paragraph 20 hereof. NBD BANK, as Agent By: _______________________________ Its: ___________________________ Dated: November ___, 1997 GUARANTY AGREEMENT REVOLVING CREDIT NOTE November __,1997 Detroit, Michigan FOR VALUE RECEIVED, ____________________, a ____________ corporation (the "Borrower"), hereby promises to pay to the order of _________________________, a ________________ (the "Bank"), at the place and currency and manner designated in the Loan Agreement referred to below and in immediately available funds, the unpaid principal amount of all Revolving Credit Loans as is recorded in the books and records of the Bank, on, with respect to Revolving Credit Loans, the Termination Date and, with respect to Term Loans, the Maturity Date; and to pay interest on the unpaid principal balance hereof from time to time outstanding, in like money and funds, for the period from the date hereof until the Revolving Credit Loans evidenced hereby shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement referred to below. The Bank is hereby authorized by the Borrower to record on its books and records, the date, currency, amount and type of each Revolving Credit Loan, the duration of the related Interest Period (if applicable), the amount of each payment or prepayment of principal thereon and the other information provided for in such books and records, which such books and records shall constitute prima facie evidence of the information so recorded, provided, however, that any failure by the Bank to record any such information shall not relieve the Borrower of its obligation to repay the outstanding principal amount of such Revolving Credit Loans, all accrued interest thereon and any amount payable with respect thereto in accordance with the terms of this Revolving Credit Note and the Loan Agreement. The Borrower and each endorser or guarantor hereof waives demand, presentment, protest, diligence, notice of dishonor and any other formality in connection with this Revolving Credit Note. Should the indebtedness evidenced by this Revolving Credit Note or any part thereof be collected in any proceeding or be placed in the hands of attorneys for collection, the Borrower agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of...
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INVACARE CORPORATION. By: By: ----------------------------- ---------------------------- Its: Its: ---------------------- -----------------------
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INVACARE CORPORATION. By: -------------------------- Its: ---------------------- EXHIBIT E REQUEST FOR LOAN To each Bank party to the referenced Loan Agreement c/o NBD Bank, as Agent for the Banks 000 Xxxxxxxx Xxxxxx Detroit, Michigan 48226 Attention: Midwest Banking Division Invacare Corporation, (the "Treasury Manager"), on behalf of the Borrowers referred to below, hereby requests a Revolving Credit Loan pursuant to Section 2.5 of the Loan Agreement, dated as of February 27, 1997 (as amended or modified from time to time, the "Loan Agreement"), among Invacare Corporation, an Ohio corporation (the "Company"), the Borrowing Subsidiaries designated from time to time (collectively with the Company, the "Borrowers"), the Banks referenced therein and you, as Agent for the Banks.
Sample 1
INVACARE CORPORATION. By: ------------------------------------- Its: --------------------------------- Dated: ________________, 199_ EXHIBIT F OPINION OF COUNSEL February 27, 1997 The First National Bank of Chicago National City Bank KeyBank National Association Societe Generale, Chicago Branch Sun Trust Bank, Central Florida, NA Wachovia Bank of Georgia, NA PNC Bank, NA Commerzbank Aktiengesellschaft, Chicago Branch The Sanwa Bank, Limited, Chicago Branch The Bank of New York NBD Bank, as Agent c/o NBD Bank, as Agent 000 Xxxxxxxx Xxxxxx Detroit, Michigan 48226 Ladies and Gentlemen:
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INVACARE CORPORATION. By: /S/ Xxxxxx X. Xxxxxxx --------------------------- Its Chief Financial Officer --------------------------- PACIFIC MUTUAL LIFE INSURANCE COMPANY By: /S/ X.X. Xxxxxxx ----------------------------- Its Assistant Vice President ----------------------------- AMERICAN UNITED LIFE INSURANCE COMPANY By: /S/ Xxxxxxxxxxx X. Xxxxxx --------------------------------------- Its Vice President, Private Placements ---------------------------------------- ROYAL MACCABEES LIFE INSURANCE COMPANY By:/S/ Xxxxxxx X. Xxxxxxxxx, CFA -------------------------------- Its Vice President - RIMCO -------------------------------- ROYAL LIFE INSURANCE COMPANY OF AMERICA By:/S/ Xxxxxxx X. Xxxxxxxxx, CFA -------------------------------- Its Vice President - RIMCO -------------------------------- ROYAL LIFE INSURANCE COMPANY OF NEW YORK
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INVACARE CORPORATION. By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Chief Financial Officer --------------------------- NBD Bank, as Agent By: Xxxxxxxx X. Xxxxx -------------------------------- Xxxxxxxx X. Xxxxx Its: First Vice President --------------------------- THE FIRST NATIONAL BANK OF CHICAGO By: Xxxxxxxx X. Xxxxx -------------------------------- Xxxxxxxx X. Xxxxx Its: First Vice President --------------------------- NATIONAL CITY BANK By: Xxxxxxx X. XxXxxx -------------------------------- Xxxxxxx X. XxXxxx Its: Vice President --------------------------- KEYBANK NATIONAL ASSOCIATION By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Vice President --------------------------- SOCIETE GENERALE, CHICAGO BRANCH By: Xxxxxx X. Xxxxxxx -------------------------------- Xxxxxx X. Xxxxxxx Its: Vice President --------------------------- SUN TRUST BANK, CENTRAL FLORIDA, NA By: Xxxxx X. Xxxxxxx -------------------------------- Xxxxx X. Xxxxxxx Its: Vice President ---------------------------
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INVACARE CORPORATION. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock, without par value (the “Common Stock”) and/or securities, of Invacare Corporation (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the registration and resale of the Registrable Securities, in accordance with the terms of the Resale Registration Rights Agreement, dated as of July 26, 2022 (the “Resale Registration Rights Agreement”), among the Company and the Noteholders (as defined therein). A copy of the Resale Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms used and not otherwise defined herein will have the meanings ascribed thereto in the Resale Registration Rights Agreement. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
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Related to INVACARE CORPORATION

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • The Corporation This Agreement shall be binding upon the Corporation and inure to the benefit of the Corporation and its successors and assigns.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • Corporation The Corporation will not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment.

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Company The term “

  • The Company This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). The Company will require any such purchaser, successor or assignee to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such purchase, succession or assignment had taken place.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Officers and Directors of the Surviving Corporation (a) From and after the Effective Time, the directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office until their respective successors shall have been duly elected, designated or qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

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