The foregoing certifications, together with the computations set forth in Attachment No. 1 annexed hereto and made a part hereof and the financial statements delivered with this Certificate in support hereof, are made and delivered this __________ day of _____________, 199_ pursuant to subsection 6.1(iv) of the Credit Agreement.
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this ____ day of _____________, 20___. AMERICAN MEDICAL SECURITY GROUP, INC. By: ----------------------------------------- Title: -------------------------------------- SCHEDULE I
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this _____ day of _______________________, 19___. SCHEDULE 1 TO COMPLIANCE CERTIFICATE AGRILINK FOODS, INC. COMPLIANCE CALCULATIONS FOR CREDIT AGREEMENT DATED AS OF SEPTEMBER 23, 1998 CALCULATIONS AS OF ____________________, 19__ EXHIBIT G ADDITIONAL GUARANTOR SUPPLEMENT ______________, 19___ HARRIS TRUST AND SAVINGS BANK, as Administrative Agent for the Lenderx xxxxr the Credit Agreement dated as of September 23, 1998, among Agrilink Foods, Inc., Pro-Fac Cooperative, Inc. and certain other Guarantors, Bank of Montreal as Syndication Agent and such Administrative Agent (the "Credit Agreement") Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein. The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation] corporation, hereby elects to be a "Guarantor" for all purposes of the Credit Agreement, effective from the date hereof. The undersigned confirms that the representations and warranties set forth in the Credit Agreement are true and correct as to the undersigned as of the date hereof. Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 11 thereof, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Illinois. Very truly yours, [NAME OF SUBSIDIARY GUARANTOR] By Name Title________________________________________ EXHIBIT H
Examples of The foregoing in a sentence
The foregoing opinions are limited to the laws of the State of New York and the federal laws of the United States of America.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
The foregoing will constitute the Contractor’s sole remedy or excuse with respect to delay.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
More Definitions of The foregoing
The foregoing certifications[, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof,] are made and delivered this day of , _____. [INSERT NAME OF APPLICABLE SELLER PARTY] By: Name: Title: SCHEDULE I TO COMPLIANCE CERTIFICATE
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , 19 . SUSA PARTNERSHIP L.P. By: STORAGE USA, INC. Its General Partner By: Print Name: Title: [SAMPLE] SCHEDULE I TO COMPLIANCE CERTIFICATE Schedule of Compliance as of with Provisions of and of the Agreement EXHIBIT F ASSIGNMENT AGREEMENT This Assignment Agreement (this "Assignment Agreement") between (the "Assignor") and (the "Assignee") is dated as of , 19 . The parties hereto agree as follows:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , . SCHEDULE I TO COMPLIANCE CERTIFICATE Compliance as of _________, ____ with Provisions of 7.22.1 and 7.22.2 of the Agreement SCHEDULE II TO COMPLIANCE CERTIFICATE Reports and Deliveries Currently Due EXHIBIT C ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption (the "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Senior Term Second Lien Secured Credit Agreement identified below (as amended, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, without limitation and to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and ...
The foregoing covenant shall continue in full force and effect as though the above-enumerated provisions of the Indenture were set forth in full herein notwithstanding any waiver of performance thereof pursuant to the Indenture or any modification, amendment or termination of such provisions or the redemption, retirement or repayment in full of the 8 3/8% Debentures issued under the Indenture or the satisfaction and discharge of the Indenture pursuant to Article Ten thereof or otherwise.
The foregoing or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement other than the Indenture.
The foregoing transaction is defined herein as the "Elmira Station Transaction". The parties to the Elmira Station Transaction intend that the Borrower or one of its subsidiaries will ultimately own or control the Station through the exercise of a put by Seller or an option by the Borrower pursuant to the documents governing such transaction. The Borrower has requested that the Credit Agreement be amended to make clear that the Elmira Station Transaction and any similarly structured transaction in the future be treated as an Acquisition.
The foregoing certifications, together with the computations set forth in SCHEDULE I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , . SCHEDULE I TO COMPLIANCE CERTIFICATE BORROWER'S FINANCIAL COVENANTS (AS OF ____________)