Ratification Contract Clauses (1,112)

Ratification. Each of Borrower and Parent (a) ratifies and confirms all provisions of the Loan Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and Liens granted, conveyed, or assigned to Administrative Agent for the benefit of Lenders under the Loan Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future obligations of Borrower, ...Parent and each Guarantor under the Credit Agreement and the Loan Documents, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens. - 9 - 6. Representations. Each of Borrower and Parent represents and warrants to Administrative Agent and Lenders that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by Borrower, Parent, and each Guarantor; (b) no action of, or filing with, any governmental authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by Borrowers, Parent, or Guarantors of this Amendment; (c) the Loan Documents, as amended by this Amendment, are valid and binding upon Borrower, Parent, and Guarantors and are enforceable against Borrower, Parent, and Guarantors in accordance with their respective terms, except as limited by Debtor Relief Laws; (d) the execution, delivery, and performance by Borrower, Parent, and Guarantors of this Amendment does not require the consent of any other Person and do not and will not constitute a violation of any laws, agreements, or understandings to which Borrower, Parent, or any Guarantor is a party or by which Borrower, Parent, or any Guarantor is bound; (e) all representations and warranties in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; and (f) no Default exists. View More

Ratification. With the amendments thereto made hereby, the Mortgage and all of the terms, covenants and conditions and other provisions thereof are hereby ratified, reconfirmed and readopted. All references to the Mortgage in the other Loan Documents shall be deemed to refer to the Mortgage as amended hereby. To the extent the terms of this Agreement are inconsistent with the other Loan Documents, the terms hereunder shall control. Page 2 3. No Novation. Mortgagor further agrees that this Agreement and the ot...her documents executed in connection with the Amendment are not intended to be, nor shall they be construed to create, a novation or accord and satisfaction of any of the Original Term Note (as defined in this Agreement), the Original Revolving Note (as defined in this Agreement), or the indebtedness evidenced thereby. View More

Ratification. Except as set forth herein, the terms of the Subscription Agreement, as amended by this Amendment (which together shall be referred to as the "Amended Subscription Agreement"), shall remain in full force and effect after the date hereof, the term "Unit" shall refer to the Units received upon conversion of the Amended and Restated Debentures at the revised conversion price set forth herein, and shall consist of one Share of Maker's Common Stock and one-half of one Warrant, with each warrant exerc...isable for the period provided in such warrant to purchase one Share of Common Stock for 137.5% of the Conversion Price (presently $.4125 per share). View More

Ratification. The terms and provisions in the Advisory Agreement are deemed amended if and to the extent inconsistent with the terms of this Amendment. Otherwise, the terms and the provisions in the Advisory Agreement are hereby ratified and confirmed by the parties hereto. Except as modified herein, all other terms and conditions of the Advisory Agreement shall continue in full force and effect.

Ratification. Notwithstanding the modifications to the Lease contained herein, Tenant hereby acknowledges and reaffirms its obligations under the Lease, as amended hereby, and all other documents executed by Tenant in connection therewith. Notwithstanding the modifications to the Lease contained herein, Current Guarantor hereby acknowledges and reaffirms its obligations under the Current Guaranty and all documents executed by Current Guarantor in connection therewith to the extent any such obligations exist f...ollowing the closing of the Change of Control Transaction. Tenant hereby represents and warrants that the person or entity signing this Agreement on behalf of Tenant is authorized to do so and is authorized to bind Tenant with respect to all matters involving the Lease and the Premises. View More

Ratification. This Amendment shall be effective pursuant to Sections 10.1 and 10.6 of the Credit Agreement (and approved and ratified by the Lenders (including in their capacity as Required Lenders) and the Administrative Agent for all purposes under the Loan Documents) to the extent this Amendment is signed by each of the Lenders and the Administrative Agent. 3 4. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCOR...DANCE WITH, THE LAW OF THE STATE OF NEW YORK. View More

Ratification. This Amendment shall be effective pursuant to Sections 10.1 and 10.6 of the Credit Agreement (and approved and ratified by the Lenders (including in their capacity as Required Lenders) and the Designated Agent for all purposes under the Loan Documents) to the extent this Amendment is signed by each of the Lenders and the Designated Agent.

Ratification. Except as expressly amended hereby, the Loan and Security Agreement and the Fee Letter, as applicable, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement and the Fee Letter, as applicable, for all purposes. 2 6. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute on...e and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. View More

Ratification. Except as expressly amended hereby, the Loan and Security Agreement and the Fee Letter, as applicable, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Loan and Security Agreement and the Fee Letter, as applicable, for all purposes.

Ratification. (a)Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any Default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders' or the Administrative Agent's rights and remedies (all of which are hereby reserved). (b)Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the Borrower and the Parent each... hereby ratifies, confirms and reaffirms its obligations under the Amended Credit Agreement and the other Loan Documents to which it is a party and each and every such Loan Document executed by the undersigned in connection with the Amended Credit Agreement remains in full force and effect and is hereby ratified, confirmed and reaffirmed. This Amendment is not intended to and shall not constitute a novation.9 7.General Terms. This Amendment, which may be executed in multiple counterparts, together with the Credit Agreement and the other Loan Documents, constitute the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment shall constitute a Loan Document under the Amended Credit Agreement for all purposes. This Amendment, the Credit Agreement and the other Loan Documents express the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof and thereof. The headings of this Amendment are provided for convenience of reference only and shall not affect its construction or interpretation. View More