as a successor Letter of Credit Issuer pursuant to Section 3.6 of the Credit Agreement, the Borrower agrees to pay to Morgan Stanley Bank, N.A. A joinder agreement should only be signed by the new member or new party to the contract. If a partnership considers movement in its member base, a joinder will simplify the process of adding new partners to the partnership. (iii)the Existing Purchasers and (iv)the Required Holders. 5 and Joinder (this "Amendment"), effective as of September 21, 2020, is made to that certain Second Amended and Restated Investors' Rights Agreement, dated as of October 8, 2010, by and among American Well Corporation, a Delaware corporation (the "Company . 7. The definition of Letter of Credit Commitment in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: The definition of Letter of Credit Issuer in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: On the Effective Date, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans, if any, of certain of the Revolving Credit Lenders, and incur additional Revolving Loans from certain of the Revolving Credit Lenders to the extent necessary so that all of the Revolving Credit Lenders (other than an Exiting Lender) participate in each outstanding Borrowing of Revolving Loans. A joinder agreement, on the other hand, quickly and easily adds new signatories to the contract. Joint and Several 4. Investor Rights Agreement Joinder. Rocket Lawyer has helped over 20 million businesses, families and individuals make legal documents, get attorney advice, and confidently protect their futures.Legal information and other services are delivered by or through Rocket Lawyer via RocketLawyer.com. A joinder agreement is a legal contract that allows a new party to be added to an existing contract. Joinders will make it easier for an LLC to add new members to its base while easily documenting their addition to the LLC operating agreement. All In this case, you dont need the joinder agreement to be signed by all 10 signatories along with the new individual but rather only the new signatory will sign. Typically, a joinder agreement is presented in a short and simple joinder form. All such counterparts shall be deemed an In this article, we will break down the concept of joinder agreement so you know all there is to know about it. JOINDER AND AMENDMENT AGREEMENT, dated as of October 31, 2017 (this "Agreement" or "Joinder and Amendment Agreement"), by and among the Borrower (as defined below), the Guarantors, each Revolving Credit Lender (in each case as a New Revolving Loan Lender, an Extending Lender and/or an Exiting Lender, as applicable), Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent . eighty-five percent (85%)of the New Preferred Stock (as defined therein). Notices. Waivers; Amendment; Joinder Agreements (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or fur. The Joinder and Amendment to Series E Preferred Stock Purchase Agreement shall have been executed and delivered by (i) the Company, (ii) the New Purchasers and (iii) the holders of at least eighty-five percent (85%) of the New Preferred Stock (as defined therein). This Joinder and Agreement supersede all prior agreements and understandings among the with respect to the subject matter hereof and thereof. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. do not constitute a part of this Agreement. An agreement joining a person as party to another agreement as if such person was an original party to such agreement. For example, a company has a shareholder agreement with 4 signatories. Each of the parties to this Agreement hereby agrees that from and after date hereof: If you would like to make substantive changes to the body of the original agreement, then an amendment should be used instead. Amendment and Supplement Any amendment and supplement of this Agreement shall come into force only after a written agreement is signed by both parties. (a) Change of Legal Name of MEMC Singapore Pte. By issuing shares to a new stockholder, the new stockholder will be required to become a party to the existing shareholder agreement. 2 Effective Date (as hereinafter defined): Each Additional Revolving Loan Lender party hereto hereby agrees to commit to provide its respective Additional Revolving Credit Commitment in the amount listed opposite its name on Schedule I hereto, on the terms set forth in this Joinder and Amendment Agreement and subject solely to the satisfaction of the Amendment No. You only need to compile a few pieces of information to make one. Joinder. Joining Party expects to realize direct and indirect benefits as a result of the For institutions that require a second signature: Title: Corporate Secretary and General Counsel. iii)evidence of payment by the Borrowers of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above. All terms capitalized but not defined herein shall have the meaning attributable to such terms in the Merger Agreement, except where the context otherwise requires. [Remainder of Page Intentionally Left Blank]. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision hereof in accordance with its terms. Assignment and Amendment This Agreement may not be assigned by the Subadviser, and shall automatically terminate, without the payment of any penalty, in the event: (a) of its assignment, including any change in control of the Adviser or the Subadviser which is deemed to be an assignment under the 1940 Act, or (b) that the Advisory Agreement is assigned or terminates for any reason. A joinder agreement outlines the rights, responsibilities, and obligations of a new party or parties joining an existing contract. Representations and Warranties of Joining Party 3. Exhibit 99.1 . Health Care, All Agreement to Join Petition (Joinder) 05/2016: FL All Family 117: Service Accepted 07/2017 (If your spouse completes the Agreement to Join Petition or Service Accepted, or agrees to join the Petition by signing the agreement on the last page of the Petition, service of the Petition and Summons is not necessary.) (b) Joinder and Amendment to Series 2 Effective Date, the Credit Agreement is hereby amended as follows: 1. The amendment and supplement duly executed by both parties shall be part of this Agreement and shall have the same legal effect as this Agreement. 2 Effective Date and (iv) the Administrative Agent and the Amendment No. Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Borrower. To provide a copy of the original agreement to the third party, youll need to enter into a joinder agreement NDA. RIGHTS AGREEMENT (this Agreement) is made and entered into this 12th day of March, 2010 by and among The Princeton Review, Inc., a Delaware corporation (the Company), the persons set forth on the signature pages hereto as New Before and after giving effect to this Agreement, the representations and warranties made by any Credit Party contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (or if qualified by materiality, material adverse effect or similar language, in all respects (after giving effect to such qualification)) with the same effect as though such representations and warranties had been made on and as of the Amendment No. As of the Effective Date, all covenants and agreements in the Loan Documents of the Subsidiary Credit Parties are true and correct with respect to Joining Party and no Default or By their execution hereof, each of the Borrower, the Letter of Credit Issuer, the Swingline Lender and the Administrative Agent hereby consent to all such assignments. Each Additional Revolving Loan Lender hereby agrees that its Additional Revolving Credit Commitment will be made on the terms set forth in this Joinder and Amendment Agreement and the Amended Credit Agreement and subject to the satisfaction of the Amendment No. 1. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the receipt and sufficiency of which hereby is acknowledged, the parties to this Joinder hereby agree as follows: Joinder. 5.10 Conflict Between Documents. 2 Effective Date pursuant to, (c) thereafter, in connection with Revolving Credit Loans and Letter of Credit Fees, the percentages per annum set forth in the table below, based upon the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or AMENDMENT NO. 4. the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an EEA Financial Institution; and. Each Revolving Credit Lender (other than an Exiting Lender) (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Revolving Credit Lender. Pursuant to Section10(d) of the Investor Rights Agreement, in the third recital thereof the number 94,000 shall be deleted and replaced with 104,000. Headings. Lawyer must be part of our nationwide network to receive discount. The Administrative Agent shall have received (i) from each Additional Revolving Loan Lender, (ii) from the Administrative Agent and (iii) from Holdings, the Borrowers and. modified, shall be enforced as any other provision hereof, all the other provisions hereof continuing in full force and effect. Document how company shares are bought and sold, All the legal documents you needcustomize, share, print & more, Unlimited electronic signatures withRocketSign, Ask a lawyer questions or have them review your document, Dispute protection on all your contracts withDocument Defense, 30-minute phone call with a lawyer about any new issue, Discounts! The Borrowers and the Administrative Agent hereby agree that the Credit Agreement will be amended to provide for the Additional Revolving Credit Commitments as set forth in this Joinder and Amendment Agreement upon the satisfaction of the Amendment No. This Joinder Agreement may be executed in multiple counterparts . For example, a partnership where the partners are signatories to a partnership agreement will find it useful to use joinder agreements to add additional partners and have them become signatories to the existing partnership agreement. Joinder is a document pursuant to which a third party is joined into a contract as if the person had been an original signing party. hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as if the were an original signatory thereto. 5. 3.1. Joinder Agreements are typically used to add an additional party to an existing agreement. Conditions of the New The Amendment No. Sec. The following defined terms shall be added to Section 1.1 of the Credit Agreement: 2 " Amendment No. Restated Investor Rights Agreement to be duly executed as of the day and year first above written. For example, a corporation may have a shareholder agreement in place between all its shareholders. 5.1. The Borrowers, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinion; The Borrowers shall have paid to (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment No. Except for the Management Stockholders right to assign his or her rights under Section 4(a) or the Companys right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. Hello Nation! By this Joinder Agreement, Joining Party hereby becomes a "Subsidiary Borrower", a "Borrower" and a "Maker" under the Credit Agreement, the Notes, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of Borrowers now or hereafter incurred under the Credit Agreement and the other Loan Documents. Acknowledgment; Representations and Warranties 2. (a) The parties hereto agree that, by and upon execution of this Amendment, Rockwell (i) shall be a party to the Shareholders Agreement, (ii) accepts and agrees to be subject to all terms, conditions and obligations of the Shareholders Agreement as a holder of Other Shares, (iii) shall be considered a member of the " Other Group " and a holder o. accordance with the laws of the State of New York, without regard to its conflict of law principles. Prior Agreement. Limited liability companies often use joinders to add third parties as new members. Agreement that this Agreement be executed by the parties hereto, and the parties are willing to execute this Agreement and to be bound by the provisions hereof; WHEREAS, the Company, Existing Purchasers and the Stockholders desire to amend certain provisions of the Investor Rights Agreement to join the New Purchasers thereto. Exhibit 10.1 . No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. THIS JOINDER AND FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this " Amendment "), dated February 12, 2013, is made and entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (" Lender "), IES RENEWABLE ENERGY, LLC, a Delaware limited liability company (" New Borrower "), INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporatio. This Amendment No. with respect to all the Obligations of Borrowers now or hereafter incurred under the Credit Agreement and the other Loan Documents. (85%)of the outstanding shares of Restricted Stock, as required for amendment or waiver of the Investor Rights Agreement pursuant to Section10(d) thereof (the Required Holders); and. The Borrower and the Administrative Agent hereby agree that the Credit Agreement will be amended to provide for the New Revolving Credit Commitments as set forth in this Joinder and Amendment Agreement upon the satisfaction (or waiver by the Revolving Credit Lenders) of the Effective Date Conditions. warranties, covenants, terms, conditions, duties and waivers applicable to a Subsidiary Borrower, a Borrower and a Maker under the Credit Agreement, the Notes, the Indemnity Agreement and the other Loan Documents from and after the Effective Date. The joinder of parties means that certain parties wish to be bound by the same terms and conditions of an already existing contract. 2. [Signature page to Joinder and Amendment to Amended and Restated Investor Rights Agreement], [Signature page to Joint and Several. 2 Effective Date by the Administrative Agent, the Amendment No. as a Purchaser. The Investor Rights Agreement, as amended by this Agreement, contains the entire agreement among the parties with respect to the subject matter thereof and hereof and shall be read and construed together as a single Credit Parties, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto.
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