Miscellaenous. (a) This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, relating to the subject matter hereof, including, but not limited to, the Original Letter Agreement, which is hereby terminated and of no force or effect. You acknowledge and agree that you are not entitled to any further fees or other compensation under the Original Letter Agreement and all obligations of the Company under the Original Letter Agreement have been satisfied in full.
Miscellaenous. 43 Section 11.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 11.2
Miscellaenous. This Agreement is binding upon the parties hereto and their successors and assigns. This Agreement may only be amended by a writing signed by all of the parties hereto and may be waived only by a writing signed by the party charged with such waiver. This Agreement may be signed in more than one counterpart, each of which shall be considered to be an original, but all of which shall constitute one and the same Agreement. This Agreement is government by and shall be construed in accordance with the laws of the State of Delaware.
Miscellaenous. Section 9.01 Notices 124123 Section 9.02 Waivers; Amendments 126125 Section 9.03 Expenses; Indemnity; Damage Waiver 129127 Section 9.04 Successors and Assigns 131130 Section 9.05 Survival 135134 Section 9.06 Counterparts; Integration; Effectiveness 135134 Section 9.07 Severability 136134 Section 9.08 Right of Setoff 136134 Section 9.09 Governing Law; Consent to Service of Process 136135 Section 9.10 WAIVER OF JURY TRIAL 137135 Section 9.11 Headings 137136 Section 9.12 Confidentiality 137136 Section 9.13 Material Non-Public Information 138136 Section 9.14 Interest Rate Limitation 138137 Page Section 9.15 Release of Liens and Guarantees 139137 Section 9.16 Platform; Borrower Materials 139138 Section 9.17 USA PATRIOT Act 140138 Section 9.18 No Advisory or Fiduciary Responsibility 140138 Section 9.19 Acknowledgment and Consent to Bail-In of Affected Financial Institutions 140139 Section 9.20 Acknowledgment Regarding Any Supported QFCs 141139 SCHEDULES: Schedule 1.01B – Lenders and Commitments Schedule 1.01C – Auction Procedures Schedule 1.01D – Immaterial Subsidiaries Schedule 2.16 – Payment Instructions Schedule 5.15 – Certain Post-Closing Obligations EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Security Agreement Exhibit D – Form of Guarantee Agreement Exhibit E – Form of Perfection Certificate Exhibit F – Form of Interest Election Request Exhibit G-1 – U.S. Tax Compliance Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-2 – U.S. Tax Compliance Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-3 – U.S. Tax Compliance Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G-4 – U.S. Tax Compliance Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit H – Form of Solvency Certificate CREDIT AGREEMENT (this “Agreement”) dated as of June 23, 2021, (as amended by Amendment No. 1, this “Agreement”), among MaxLinear, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Xxxxx Fargo Bank, National Association, as Administrative Agent and Collateral Agent.
Miscellaenous. SECTION 7.1
Miscellaenous. 4.1- The following documents and respective attachments thereto shall be part of this amendment:
Miscellaenous. 5.1. All communications, notices and disclosures required or permitted by this Loan Agreement shall be in writing to the following addresses or facsimile numbers and all payments to be made under this Loan Agreement shall be made to the following bank account numbers: Notices and payment to the Startup: Name: Attn.: Address: Place of residence: Bank account number (IBAN): Email: Eco Wave Power Ltd. Loan agreement PortXL Netherlands B.V. 16 Homa U’Xxxxxx St. Tel-Aviv, Israel 0000000 XX000000000000000000000 Xxxx@xxxxxxxxxxxx.xxx Notices and payments to PortXL: Name: PortXL Netherlands B.V. Attn.: Name Startup Address: Xxxxxxxxxxxxxx 000, 0000 XX Xxxxx of residence: ROTTERDAM Bank account number: XX00 XXXX 0000 0000 00 Email: xxxx@xxxxxx.xxx
Miscellaenous. The Company hereby represents and warrants to the Holders that other than as contemplated by this Amendment (i) no Event of Default (as defined in the Purchase Agreement) exists on the date hereof, (ii) on the date hereof, all representations, warranties and covenants made by the Company under the Documents are true, correct and complete, and (iii) on the date hereof, the Company’s covenant requirements have been met under the Documents.
Miscellaenous. 15.1. Insertion of headings are for convenience only and shall not affect the construction or interpretation of this AGREEMENT.
Miscellaenous. A. This IGA is solely for the benefit for These Counties and shall not be relied upon by any third party as a basis of any claim, lawsuit or complaint.
