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Miscellaneous Clause Example with 7 Variations from Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms or provisions of any agreement are modified, waived or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or under any applicable law and (c) the terms and provisions of the Note Purchase Agreement and th...e other Financing Documents shall continue in full force and effect. 6.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. [Remainder of page intentionally left blank. Next page is signature page.]
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MSA Safety Inc contract
Variations of a "Miscellaneous" Clause from Business Contracts
Miscellaneous. 6.1. Effect 4.1. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4.2. Duplicate Originals; Electronic Signature. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be... an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 4.3. Waiver and Amendments. Except as expressly provided herein, (a) no terms Neither this Amendment nor any term hereof may be changed, waived, discharged or provisions terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of any agreement are modified, waived the parties signatory hereto. 4.4. Costs and Expenses. Whether or changed not the amendments contemplated by this Agreement, (b) Amendment become effective, the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Company confirms its obligation under any applicable law and (c) the terms and provisions Section 15.1 of the Note Purchase Agreement and agrees that, on 5 the other Financing Documents shall continue First Amendment Effective Date (or if an invoice is delivered subsequent to the First Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Amendment, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company at least one Business Day prior to the First Amendment Effective Date. The Company will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the First Amendment Effective Date in full force and effect. 6.2. connection with this Amendment. 4.5. Successors and Assigns. This Agreement Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Company in this Amendment shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Amendment, regardless of any investigation made by or on behalf of the Noteholders. 4.7. Part of Existing Note Agreement; Future References, etc. This Amendment shall be construed in connection with and as a matter part of convenience only, do the Note Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Note Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment, unless the context otherwise requires. 4.8. Affirmation of Obligations under Existing Note Agreement and Notes; No Novation. Anything contained herein to the contrary notwithstanding, this Amendment is not constitute a part hereof intended to and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer serve to this Agreement as effect a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent novation of the Company obligations under the Existing Note Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Agreement, as amended by this Amendment, and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. Notes. The Company hereby confirms, ratifies acknowledges and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their affirms all of its respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Existing Note Guarantee to which it is a party Agreement, as amended by this Amendment, and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force Notes. The execution, delivery and effect in respect of, and effectiveness of this Amendment shall not be deemed, except as expressly provided herein, (a) to secure, operate as a waiver of any right, power or remedy of any of the obligations Noteholders under the Existing Note Purchase Agreement, Agreement or the Notes and Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the other Financing Documents, (d) its obligations and liabilities future under the Intercompany Subordination Agreement continue to be or in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders connection with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, Agreement or the Notes or otherwise. under applicable law. 6 [Remainder of page intentionally left blank. Next page is signature page.]
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Found in
AMETEK Inc. contract
Miscellaneous. 6.1. Effect 4.1. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4 4.2. Duplicate Originals; Electronic Signature. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall ...be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 4.3. Waiver and Amendments. Except as expressly provided herein, (a) no terms Neither this Amendment nor any term hereof may be changed, waived, discharged or provisions terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of any agreement are modified, waived the parties signatory hereto. 4.4. Costs and Expenses. Whether or changed not the amendments contemplated by this Agreement, (b) Amendment become effective, the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Company confirms its obligation under any applicable law and (c) the terms and provisions Section 15.1 of the Note Purchase Agreement and agrees that, on the other Financing Documents shall continue Second Amendment Effective Date (or if an invoice is delivered subsequent to the Second Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Amendment, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company at least one Business Day prior to the Second Amendment Effective Date. The Company will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the Second Amendment Effective Date in full force and effect. 6.2. connection with this Amendment. 4.5. Successors and Assigns. This Agreement Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Company in this Amendment shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Amendment, regardless of any investigation made by or on behalf of the Noteholders. 5 4.7. Part of Existing Note Agreement; Future References, etc. This Amendment shall be construed in connection with and as a matter part of convenience only, do the Note Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Note Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment, unless the context otherwise requires. 4.8. Affirmation of Obligations under Existing Note Agreement and Notes; No Novation. Anything contained herein to the contrary notwithstanding, this Amendment is not constitute a part hereof intended to and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer serve to this Agreement as effect a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent novation of the Company obligations under the Existing Note Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Agreement, as amended by this Amendment, and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. Notes. The Company hereby confirms, ratifies acknowledges and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their affirms all of its respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Existing Note Guarantee to which it is a party Agreement, as amended by this Amendment, and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force Notes. The execution, delivery and effect in respect of, and effectiveness of this Amendment shall not be deemed, except as expressly provided herein, (a) to secure, operate as a waiver of any right, power or remedy of any of the obligations Noteholders under the Existing Note Purchase Agreement, Agreement or the Notes and Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the other Financing Documents, (d) its obligations and liabilities future under the Intercompany Subordination Agreement continue to be or in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders connection with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, Agreement or the Notes or otherwise. under applicable law. [Remainder of page intentionally left blank. Next page is signature page.]
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Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms 4.1. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4.2. Duplicate Originals; Electronic Signature. Two or provisions of any agreement are modif...ied, waived or changed by this Agreement, (b) the terms more duplicate originals of this Agreement may be signed by the parties, each of which shall not operate be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic mail shall be effective as delivery of a waiver manually executed counterpart of this Agreement. 6 4.3. Waiver and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the holders parties signatory hereto. 4.4. Costs and Expenses. Whether or not the amendments contemplated by this Agreement become effective, each of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Obligors confirms its obligation under any applicable law and (c) the terms and provisions paragraph 11B of the Note Purchase Agreement and agrees that, on the other Financing Documents shall continue Fourth Amendment Effective Date (or if an invoice is delivered subsequent to the Fourth Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company on the Fourth Amendment Effective Date. The Obligors will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the Fourth Amendment Effective Date in full force and effect. 6.2. connection with this Agreement. 4.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Obligors in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders. 4.7. Part of Original Note Purchase Agreement; Future References, etc. This Agreement shall be construed in connection with and as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and agrees that, on covenants contained in the Original Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution date hereof (or if an invoice is delivered subsequent and delivery of this Agreement may refer to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating Original Note Purchase Agreement without making specific reference to this Agreement, including, but not limited to, nevertheless all such references shall include this Agreement, unless the statement for reasonable fees context otherwise requires. 7 4.8. Affirmation of Obligations under Original Note Purchase Agreement and disbursements of Morgan, Lewis & Bockius LLP, special counsel Notes; No Novation. Anything contained herein to the Noteholders, presented contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Company on or before obligations under the execution date hereof. Original Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Note Purchase Agreement, as amended by this Agreement, and the Notes. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees Obligors hereby acknowledge and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), affirm all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Original Note Guarantee to which it is a party Purchase Agreement and the Intercompany Subordination Agreement, (c) acknowledges that such Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Original Note Guarantee continues Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in full force and effect the future under or in respect of, and to secure, the obligations under connection with the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. under applicable law. [Remainder of page intentionally left blank. Next page is signature page.]
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Aaron's Inc. contract
Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms 4.1. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4.2. Duplicate Originals; Electronic Signature. Two or provisions of any agreement are modif...ied, waived or changed by this Agreement, (b) the terms more duplicate originals of this Agreement may be signed by the parties, each of which shall not operate be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic mail shall be effective as delivery of a waiver manually executed counterpart of this Agreement. 4.3. Waiver and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the holders parties signatory hereto. 4.4. Costs and Expenses. Whether or not the amendments contemplated by this Agreement become effective, each of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Issuers confirms its obligation under any applicable law and (c) the terms and provisions paragraph 11B of the Note Purchase Agreement and agrees that, on the other Financing Documents shall continue First Amendment Effective Date (or if an invoice is delivered subsequent to the First Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company 6 on the First Amendment Effective Date. The Issuers will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the First Amendment Effective Date in full force and effect. 6.2. connection with this Agreement. 4.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Issuers in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders. 4.7. Part of Original Note Purchase Agreement; Future References, etc. This Agreement shall be construed in connection with and as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and agrees that, on covenants contained in the Original Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution date hereof (or if an invoice is delivered subsequent and delivery of this Agreement may refer to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating Original Note Purchase Agreement without making specific reference to this Agreement, including, but not limited to, nevertheless all such references shall include this Agreement, unless the statement for reasonable fees context otherwise requires. 4.8. Affirmation of Obligations under Original Note Purchase Agreement and disbursements of Morgan, Lewis & Bockius LLP, special counsel Notes; No Novation. Anything contained herein to the Noteholders, presented contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Company on or before obligations under the execution date hereof. Original Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Note Purchase Agreement, as amended by this Agreement, and the Notes. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees Issuers hereby acknowledge and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), affirm all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Original Note Guarantee to which it is a party Purchase Agreement and the Intercompany Subordination Agreement, (c) acknowledges that such Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Original Note Guarantee continues Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in full force and effect the future under or in respect of, and to secure, the obligations under connection with the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. under applicable law. 7 [Remainder of page intentionally left blank. Next page is signature page.]
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Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms 5.1. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 5.2. Duplicate Originals; Electronic Signature. Two or provisions of any agreement are modif...ied, waived or changed by this Agreement, (b) the terms more duplicate originals of this Agreement may be signed by the parties, each of which shall not operate be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a waiver manually executed counterpart of this Agreement. 5.3. Waiver and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the holders parties signatory hereto. 5.4. Costs and Expenses. Whether or not the amendments contemplated by this Agreement become effective, each of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Issuers confirms its obligation under any applicable law and (c) the terms and provisions paragraph 11B of the Note Purchase Agreement and agrees that, on the other Financing Documents shall continue Fourth Amendment Effective Date (or if an invoice is delivered subsequent to the Fourth Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company on the Fourth Amendment Effective Date. The Issuers will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the Fourth Amendment Effective Date in full force and effect. 6.2. connection with this Agreement. 5 5.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 5.6. Survival. All warranties, representations, certifications and covenants made by the Issuers in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders. 5.7. Part of Current Note Purchase Agreement; Future References, etc. This Agreement shall be deemed to be, and is, a Financing Document. This Agreement shall be construed in connection with and as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and agrees that, on covenants contained in the Current Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution date hereof (or if an invoice is delivered subsequent and delivery of this Agreement may refer to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating Current Note Purchase Agreement without making specific reference to this Agreement, including, but not limited to, nevertheless all such references shall include this Agreement, unless the statement for reasonable fees context otherwise requires. 5.8. Affirmation of Obligations under Current Note Purchase Agreement and disbursements of Morgan, Lewis & Bockius LLP, special counsel Notes; No Novation. Anything contained herein to the Noteholders, presented contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Company on or before obligations under the execution date hereof. Current Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Current Note Purchase Agreement, as amended by this Agreement, and the Notes. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees Issuers hereby acknowledge and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), affirm all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Current Note Guarantee to which it is a party Purchase Agreement and the Intercompany Subordination Agreement, (c) acknowledges that such Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Current Note Guarantee continues Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in full force and effect the future under or in respect of, and to secure, the obligations under connection with the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. under applicable law. 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Aaron's Inc. contract
Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms or provisions of any agreement are modified, waived modified or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by any holder of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or under any applicable law and (c) the terms and provisions of the Note Purchase ...Agreement and the other Financing Documents shall continue in full force and effect. 6.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 8 6.3. Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES PURSUANT TO SECTION 5.1401 OF THE GENERAL OBLIGATION LAW OF SUCH THE STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 NEW YORK. 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except terminated orally, or by written consent any action or inaction, but only by an instrument in writing signed by each of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). parties signatory hereto. 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 16 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all reasonable out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius Bingham McCutchen LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 9 6.9. Company Ratification. The Company Ratification; Financing Document. Each Obligor hereby confirms, ratifies and agrees that the Financing Documents (as amended hereby) executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to hereof, and that this Agreement is and the transactions contemplated hereby, (b) confirms its obligations shall constitute a "Financing Document" under the terms of and as defined in the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. Agreement. [Remainder of page intentionally left blank. Next page is signature page.]
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Getty Realty Corp. contract
Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms or provisions of any agreement are modified, waived or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by New York Life or any of the holders holder of the Notes from time to time of, or otherwise prejudice any of their respective rights, remedies or powers under, the NYL Note Purchase Agreement Facility or any other Financing Document, or under any applicable law and (c) the ter...ms and provisions of the NYL Note Purchase Agreement Facility and the other Financing Documents shall continue in full force and effect. 6.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the NYL Note Purchase Agreement Facility in accordance with Section 17 thereof). 6 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the NYL Note Purchase Agreement Facility and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders New York Life relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, New York Life, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders New York Life rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the NYL Note Purchase Agreement, Facility, the Notes from time to time outstanding and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the New York Life or any Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the NYL Note Purchase Agreement, the Facility, any Notes or otherwise. 7 [Remainder of page intentionally left blank. Next page is signature page.]
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Found in
MSA Safety Inc contract
