Reaffirmation Contract Clauses (496)

Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan Document to which it is a party. Each Loan Party hereby further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection with the Guaranty and Collateral Agreement or any other Loan Document to the Administrative Agent on behalf and for the benefit of Secured Parties, as collateral security for the obligations under the Loan Documents in accordance with their respe...ctive terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof. View More

Reaffirmation. As modified hereby, the Lease is reaffirmed and ratified by the parties in its entirety. LESSOR LESSEE The Bubble Real Estate Company, LLC, Capricor, Inc., a California limited liability company a Delaware corporation By /s/ Bill Sheinberg By /s/ Karen Krasney Name: Bill Sheinberg Name: Karen Krasney Title: Member Title: EVP, General Counsel 2 EX-10.2 3 v445821_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIRD AMENDMENT TO LEASE This Third Amendment to Lease (this "Amendment") is dated as of May 25, 20...16, and is made by and between The Bubble Real Estate Company, LLC, a California limited liability company ("Lessor") and Capricor, Inc., a Delaware corporation ("Lessee"), with reference to the following facts and circumstances: A. Lessor and Lessee executed that certain Lease Agreement dated March 29, 2012 as subsequently amended with that certain First Amendment to Lease dated June 13, 2013 and subsequently with that certain Second Amendment to Lease dated March 3, 2015 (collectively the "Lease"), for the premises located at 8840 Wilshire Boulevard, 2nd Floor, Beverly Hills, California 90211. B. Lessor and Lessee wish to extend the term of the Lease. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: 1.TERM. Article 2 of the Lease is hereby modified to include the following: i.2.b.2.3 Option to Extend Lease Term: Lessee is hereby granted and shall, if not then in default under this Lease, have an option to extend the term of this Lease for an additional thirty (30) months (the "Second Extended Term") on the same terms, covenants, and conditions contained in this Lease, except that the rent to be paid by Lessee to Lessor shall be as identified in paragraph 3.b.3.3. View More

Reaffirmation. All provisions of the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof, and the Borrower reaffirms all its agreements under the Credit Agreement and the Loan Documents, notwithstanding the occurrence of the RBC Default.

Reaffirmation. Each Credit Party as debtor, grantor, pledgor, guarantor or in other any other similar capacity hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party. Each Credit Party hereby consents to this Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendme...nt shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations. View More

Reaffirmation. The Grantor hereby repeats, reaffirms and remakes all representations, warranties, covenants and agreements contained in the Original Mortgage as of the date of this Amendment.

Reaffirmation. The Company hereby: (a) acknowledges and confirms that, except as amended by this Amendment and Waiver, (i) all terms and provisions contained in the Credit Agreement and the other Loan Documents are, and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Bank as security for the Company's Obligations under the Notes, the Credit Agreement and the other Loan Documents shall not be impaired, limited... or affected in any manner whatsoever by reason of this Amendment and Waiver and the Company further acknowledges that such liens shall secure all of the Obligations of the Company; (b) reaffirms and ratifies all the representations and covenants contained in each Loan Document; and (c) represents, warrants and confirms the non-existence of any offsets, defenses, or counterclaims to its obligations under the Credit Agreement and the other Loan Documents. View More

Reaffirmation. Borrower as debtor, grantor, pledgor, or in any other similar capacity hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party. Borrower hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of an...y right, power or remedy of the Agent or any Lender, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. 7 15. Acknowledgment of Obligations. The Borrower hereby acknowledges, confirms and agrees that as of the close of business on January 27, 2017, the Borrower is indebted to the Lenders in respect of the Term Loans in the principal amount of $32,328,697.08, with accrued and outstanding cash interest in the amount of $237,031.64 and accrued and outstanding Closing Date PIK Interest in the amount of $43,104.93. The Borrower hereby acknowledges, confirms and agrees that all such Term Loans, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by the Borrower to the Agent and Lenders, are unconditionally owing by the Borrower to the Agent and Lenders, as applicable, without offset, defense or counterclaim of any kind, nature or description whatsoever. View More

Reaffirmation. Executive agrees and acknowledge that fulfillment of the obligations contained in Executive's Proprietary Information and Inventions Agreement (the "PIIA") are necessary to protect the Company's Intellectual Property Rights (as defined in the PIIA) and to preserve the Company's value and goodwill. Executive further acknowledges the time, geographic and scope limitations of the obligations not to compete and not to interfere under the PIIA are reasonable, especially in light of the Company's desi...re to protect its Proprietary Information, and that Executive will not be precluded from gainful employment if Executive is obligated not to compete or interfere with the Company pursuant to the terms of the PIIA. View More

Reaffirmation. Other than as set forth in this Amendment, the Agreement remains in full force and effect. This Amendment contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between the Parties, written or oral, respecting the subject matter hereof. If there is any conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment sha...ll govern. View More

Reaffirmation. Except as expressly provided herein, the undersigned agree that all of the terms, covenants, conditions, restrictions and other provisions contained in the Note shall remain in full force and effect.