Ratification Contract Clauses (1,112)

Ratification. Tenant confirms and ratifies that, as of the date hereof: (a) Tenant is the Tenant under the Lease and has neither assigned the Lease as Amended nor subleased any portion of the Premises; (b) the Lease as Amended is and remains in good standing and in full force and effect; (c) Landlord is not in default of any of its obligations under the Lease as Amended nor, to Tenant's knowledge, has any event occurred which, with the giving of notice of the passage of time or both would constitute a default... by Landlord under the Lease as Amended; and (d) Tenant 3 11. Binding Effect/Governing Law. Except as modified hereby, the Lease shall remain in full force and effect, and shall be binding upon Landlord and Tenant and their respective successors and assigns. This Second Amendment shall be governed by the laws of the State of New Jersey. View More

Ratification. Except as amended by this Amendment, all of the terms, covenants, and conditions of the Lease shall remain in full force and effect and are hereby ratified and confirmed and upon the Delivery Date shall apply to the Expansion Space. In the event of a conflict between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control.

Ratification. Except as expressly amended by this Supplemental Indenture, each provision of the Indenture shall remain in full force and effect, and the Indenture is in all respects agreed to, ratified and confirmed by each of the Company, the Guarantors and the Trustee, Registrar and Paying Agent.

Ratification. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby. All Obligations owing by Borrower are unconditionally owing by Borrower to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. 5 13. RELEASE. 13.1 In consideration of the agreements of Agent and each Lender contained herein... and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and each Guarantor, on behalf of itself and its successors, assigns and other legal representatives (Borrower and each Guarantor and all such other persons being hereinafter referred to collectively as "Releasors" and individually as a "Releasor"), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent and each Lender and all such other persons being hereinafter referred to collectively as "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set‐off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Releasors may now or hereafter own, hold, have or claim to have against Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement or any of the other Loan Documents or transactions thereunder or related thereto. 13.2 It is the intention of Borrower and each Guarantor that this Amendment and the release set forth above shall constitute a full and final accord and satisfaction of all claims that may have or hereafter be deemed to have against Releasees as set forth herein. In furtherance of this intention, Borrower and each Guarantor, on behalf of itself and each other Releasor, expressly waives any statutory or common law provision that would otherwise prevent the release set forth above from extending to claims that are not currently known or suspected to exist in any Releasor's favor at the time of executing this Amendment and which, if known by Releasors, might have materially affected the agreement as provided for hereunder. Each of Borrower, and each Guarantor, on behalf of itself and each other Releasor, acknowledges that it is familiar with Section 1542 of California Civil Code: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Borrower and each Guarantor, on behalf of itself and each other Releasor, waives and releases any rights or benefits that it may have under Section 1542 to the full extent that it may lawfully waive such rights and benefits, and each of Borrower and each Guarantor, on behalf of itself and each other Releasor, acknowledges that it understands the significance and consequences of the waiver of the provisions of Section 1542 and that it has been advised by its attorney as to the significance and consequences of this waiver. 13.3 Borrower and each Guarantor, understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 6 13.4 Borrower and each Guarantor, agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. View More

Ratification. Except as otherwise modified by this Amendment, all of the terms and conditions of the Agreement are hereby ratified and shall remain in full force and effect.

Ratification. Except as expressly modified hereby, the Agreement is hereby ratified, approved and confirmed in all respects.

Ratification. Except to the extent hereby amended, the Existing Credit Agreement and each of the other Loan Documents remain in full force and effect and are hereby ratified and affirmed as of the Amendment Effective Date. Each Borrower expressly confirms that, with effect from (and including) the Amendment Effective Date, the Security Documents shall apply and extend to the liabilities and obligations of each relevant Borrower under the Amended Credit Agreement and the other Loan Documents.

Ratification. Tenant hereby confirms and ratifies that, as of the Effective Date of this Amendment, and the Lease, as modified by this Amendment, remains in full force in effect.

Ratification. In the event of any conflict between the SPA and this Agreement, this Agreement shall control. All Conditions to subsequent Closings, including without limitation those set forth in Section II.D of the SPA, shall remain in full force and effect. Except as expressly provided hereinabove, the SPA shall remain in full force and effect, and is hereby ratified and confirmed in all respects by both parties.

Ratification. Lessee hereby represents and warrants to Lessor that (i) the execution and delivery of this Second Amendment has been fully authorized by all necessary company action and (ii) the person executing this Second Amendment has the requisite authority to do so and has the authority and power to bind Lessee on whose behalf such party has signed.