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When a person is issued stocks or equity in a corporation, a joinder agreement is used to make the new shareholder a party to an existing shareholder agreement. 2 Arrangers or an Additional Revolving Loan Lender that they shall have reasonably determined is required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and, to the extent applicable, the requirements of 31 C.F.R 1010.230. 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 PARTNERSHIP, a Delaware limited partnership (Joining Party), and delivered to KeyBank National Association, as Agent, pursuant to 5.5 of the Credit Agreement dated as of April21, 2014, as amended by that certain First If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or availability to Borrowers of the credit facilities under the Credit Agreement. 1 TO GUARANTY, PLEDGE AND SECURITY AGREEMENT, dated as of July 12, 2017 (this "Omnibus Amendment") among CINEDIGM DC HOLDINGS, LLC, a Delaware limited liability company (the "Borrower"), ACCESS . 2 Arrangers and the Additional Revolving Loan Lenders shall have received, at least three Business Days prior to the Amendment No. The terms of this Agreement shall not be changed unless such change is agreed to in writing by the parties hereto and is approved by the affirmative vote of a majority of the Trustees of the Trust voting in person, including a majority of the Trustees who are not interested persons of the Trust, the Adviser or the Subadviser, at a meeting called for the purpose of voting on such change, and (to the extent required by the 0000 Xxx) unless also approved at a meeting by the affirmative vote of the majority of outstanding voting securities of the Fund. capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. If a partnership considers movement in its member base, a joinder will simplify the process of adding new partners to the partnership. SEC.gov Restated Investor Rights Agreement to be duly executed as of the day and year first above written. 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. Section 1.1 of the Credit Agreement is hereby amended by replacing references to Pricing Level I and Pricing Level in the last paragraph of the definition of Applicable Margin with Level I Status and Status respectively. 13. An amendment is a process used to make substantive changes to the terms and conditions of a contract. In other words, the new party is joined into the original agreement. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions; The Borrower shall have paid the Administrative Agent all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent) of the Administrative Agent for which invoices have been presented prior to the Effective Date; The Administrative Agent shall have received good standing certificates (to the extent such concept exists) from the applicable governmental authority of each Credit Partys jurisdiction of incorporation, organization or formation and (I) (A) a certificate of the Credit Parties, dated the Effective Date, substantially in the form of Exhibit E to the Credit Agreement, with appropriate insertions, of each Credit Party, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in the following clause (B) and (B) (x) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the board of directors or other managers of each Credit Party (or a duly authorized committee thereof) authorizing (i) the execution, delivery and performance of each Credit Document to which it is a party and (ii) in the case of the Borrower, the extensions of credit contemplated hereunder, (y) the Certificate of Incorporation and By-Laws, Certificate of Formation and Operating Agreement or other comparable organizational documents, as applicable, of each Credit Party and (z) signature and incumbency certificates of the Authorized Officers of each Credit Party executing the Credit Documents to which it is a party or (II) a certificate of Holdings on behalf of each Credit Party, dated the Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to, The Administrative Agent shall have received a certificate from the Chief Executive Officer, President, the Chief Financial Officer, the Treasurer, the Vice President-Finance, a Director, a Manager or any other senior financial officer of the Borrower to the effect that after giving effect to the transactions contemplated by this Agreement, Holdings on a consolidated basis with its Restricted Subsidiaries is Solvent; and. Then, in the exhibit you are referencing, youll add the template of your joinder agreement form for the New Person to sign. 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 IN WITNESS WHEREOF, the parties hereto have caused this Joinder and Amendment to Amended and Communication Services, All This Agreement may be executed in any number of counterparts which shall together constitute but one and the same (b) Joinder and Amendment to Series Section 1.1 of the Credit Agreement is hereby amended by replacing clauses (b) and (c) of the definition of Applicable Margin contained therein (including the pricing level table immediately following clause (c), but excluding, however, the last three full paragraphs) with the following: (b) until delivery of financial statements and a related Compliance Certificate for the first full fiscal quarter commencing on or after the Amendment No. DISCLAIMER. 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 The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the Subsidiary to become a Guarantor. 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. Credit Parties, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. [Remainder of Page Intentionally Left Blank]. 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. Create Your Document In Just 3 Easy Steps: Answer a few simple questions to make your document in minutes, Start now and save your progress, finish on any device, Store securely, share online and make copies. 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. Joinder 2. Washington State Courts - Court Forms - Dissolution (Divorce) At the time of and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing. This Amendment No. Purchasers Obligations. 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. WHEREAS, Holder has acquired shares of capital stock of the Company ("Holder Shares"), and the Shareholder Agreement and the Company require Holder, as a holder of Holder Shares, to become a party to the Shareholder Agreement, and Holder agrees to do so in accordance with the terms hereof. eighty-five percent (85%)of the New Preferred Stock (as defined therein). 4. The Borrower and Guarantor Certifications are true and correct. NOW, THEREFORE, Joining Party agrees as follows: 1. 2 Effective Date and executed by an Authorized Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to Sections 6.3 and 6.4 of the Credit Agreement; and. 4 Closing Date, the Credit Agreement is hereby amended as follows: 1. Health Care, All Headings. Each New Purchaser hereby agrees, effective as of the date hereof, to become a party to the However, in some cases, a new party may not want to agree to all the same terms and conditions. 5. Joinder Agreements | Justia 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 Notwithstanding the foregoing, the term Revolving Credit Commitment Fee Rate shall mean 0.25% during the period from and including the Amendment No. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. For institutions that require a second signature: Title: Corporate Secretary and General Counsel. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the relevant assignee, as applicable. Curious to know how I can help your business be more profitable? That helps courts avoid hearing the same facts multiple times or seeing the same parties return to court separately for each of . Borrower on and as of the Effective Date as though made on that date. 2 TO TERM LOAN AGREEMENT AND AMENDMENT NO. The Borrower acknowledges and agrees that each Exiting Lender shall no longer be considered a Revolving Credit Lender under the Credit Agreement. For example, a company has a shareholder agreement with 4 signatories. Joinder is a document signed by a person to become a new party to an existing contract. Section 1. JOINDER TO LOAN AGREEMENT. 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 . NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties ARTICLE V. OTHER TERMS OF THE JOINDER AND AMENDMENT AGREEMENT, no Default or Event of Default exists on the date hereof before or after giving effect to the New Revolving Credit Commitments, the intended use of proceeds of the Revolving Credit Loans related thereto and the consummation of the other transactions contemplated by this Agreement; and, the representations and warranties made by each Credit Party contained in the Credit Agreement or in the other Credit Documents are true and correct in all material respects (. In addition, Holder hereby agrees that all Holder Shares shall be deemed Shares for all purposes of the Shareholder Agreement. Investor Rights Agreement Joinder. When a person becomes a new member of an LLC, a joinder agreement is used to make the new member a party to an existing LLC operating agreement. On the other hand, a joinder is used for the sole purpose of adding a new party to the contract without changing the terms and conditions of the original contract. There are many ways a contract can be amended or complemented using schedules, exhibits or amendments. In other words, the new party is "joined" into the original agreement. Document - SEC.gov The waiver by a party of any breach hereof for default in payment of any amount due hereunder or default in the performance hereof shall not be deemed to constitute a waiver of any other default or any succeeding breach or default. 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. 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. 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. General Considerations. To illustrate this is another example, imagine an LLC operating agreement having 10 signatories and a new member is looking to join the LLC. WHEREAS, it is a condition to the obligations of the New Purchasers under the Joinder and Amendment to Series E Preferred Stock Purchase On the Effective Date the Borrower shall make all payments in respect of the Existing Revolving Credit Commitments (including principal, interest, fees and other amounts (including, for the avoidance of doubt, any Letter of Credit Fees)) to each Revolving Credit Lender that holds Existing Revolving Credit Commitments (either directly to such Revolving Credit Lender or to the Administrative Agent on behalf of such Revolving Credit Lender) which have accrued to but excluding the Effective Date. 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. 2. On this blog, I share my experiences, knowledge, and provide you with golden nuggets of useful information. EX-99.1 - SEC.gov Joinder Agreement. 5 AND JOINDER. 2 Effective Date; The Administrative Agent shall have received a completed Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Properties (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrowers and the applicable Credit Party relating thereto) and, if any such Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, evidence of flood insurance to the extent required pursuant to the Credit Agreement; and, The Administrative Agent (or its counsel) shall have received either (i) (A) a certificate of each of Holdings and the Borrowers, dated the Amendment No. 5.2. 2 Effective Date, (iii) all payments in respect of the Terminated Revolving Credit Commitments (including principal, interest, fees and other amounts (including, for the avoidance of doubt, any Letter of Credit Fees)) to each Revolving Credit Lender that holds Terminated Revolving Credit Commitments (either directly to such Revolving Credit Lender or to the Administrative Agent for the account of such Revolving Credit Lender) which have accrued up to, but excluding the Amendment No. 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. JOINDER AND AMENDMENT AGREEMENT, dated as of June 4, 2019 (this . Joinder Agreement (Definition And Examples) - Incorporated.Zone As of 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. IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day Here are some examples of when you may use a joinder agreement. Business Formation, All JOINDER AND AMENDMENT AGREEMENT, dated as of June 4, 2019 (this " Agreement " or " Joinder and Amendment Agreement "), by and among, Desert Newco, LLC, a Delaware limited liability company (" Holdings "), GO DADDY OPERATING COMPANY, LLC, a Delaware limited liability company and GD FINANCE CO, INC., a Delaware corporation (collectively, the " Bor. THIS JOINDER AGREEMENT (Joinder Agreement) is executed as of February4, 2015, by CIO LOGAN TOWER, LIMITED as Letter of Credit Issuer and the appointment of each of Bank of America, N.A., Goldman Sachs Bank USA and Citibank, N.A. original, shall be construed together and shall constitute one and the same instrument. 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