Execution by Borrower Sample Clauses

Execution by Borrower. The Borrower shall execute this Agreement through its authorized representative, whose wet signature (or, if applicable, electronic signature) on a physical copy of this Agreement shall indicate the Borrower's formal agreement to abide by the terms and conditions stated herein. The authorized representative shall have the necessary authority to bind the Borrower to this Agreement.
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Execution by Borrower. If re- quired by State Supplement, the clos- ing agent will require that an affidavit regarding work of improvement, pro- vided by the agency, be completed and executed when a loan is being made to a borrower who already owns the real estate to be mortgaged. This affidavit will be executed by the borrower at closing.
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Execution by Borrower. 31 EXHIBITS Exhibit A: Description of the Project LOAN AGREEMENT This LOAN AGREEMENT, dated [ ], 1999, by and between the parties appearing in the cover page hereof,
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Execution by Borrower. (a) Borrower is a signatory to this Agreement solely for purposes of (i) consenting to and agreeing to be bound by the provisions of this Agreement, including, without limitation, the application of payment provisions in Article II hereof and application of proceeds provisions of Section 4.4 of this Agreement, (ii) acknowledging and approving the provisions agreed to herein by Manager, and (iii) agreeing to the indemnification provisions of Article V. Borrower agrees and acknowledges that it has no right to enforce any provision of this Agreement. Without limiting the generality of the foregoing, Borrower acknowledges that one of the purposes of this Agreement is to clarify the priorities of payments as among Bank for distribution to Bank, CSDC and Manager with respect to their respective Indebtedness. Borrower irrevocably waives the right to direct the application of any proceeds of Collateral or any other payment in respect of any Indebtedness. Borrower consents and agrees to (i) the sharing and distribution of proceeds realized under the Collateral Documents or otherwise among Bank, CSDC and Manager on the terms and conditions set forth in this Agreement and (ii) the effect such sharing and distribution has on the calculation of the Indebtedness held by Bank, CSDC and Manager and on Borrower's obligations under the applicable Creditor Agreements and Collateral Documents. Borrower further agrees that the Indebtedness which it owes to Bank, CSDC and Manager shall for all purposes be deemed paid (or cash collateralized) only to the extent that proceeds of Collateral or other payments are applied against such Indebtedness. To the extent any application of proceeds of Collateral or other payments to any Indebtedness (the "First Indebtedness") is reversed and reapplied to any other Indebtedness (the "Second Indebtedness"), Borrower agrees that the First Indebtedness shall be reinstated, and the Second Indebtedness shall be deemed paid to the extent such proceeds of Collateral or other payments are applied against such Second Indebtedness. (b) Borrower, Manager, Sonesta, CSDC and Bank further acknowledge that to the extent permitted by law, each will request during the pendency of any bankruptcy proceeding by Borrower or foreclosure pursuant to which a keeper may or must be designated that Manager be appointed to operate the Hotel under the Management Agreement and in connection therewith be allowed to use any funds produced by the Hotel to (i) pay Expenses un...
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Related to Execution by Borrower

  • Termination by Borrower Upon at least sixty (60) days prior written notice to Lender, Borrower may, at its option, terminate this Agreement; provided, however, no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit and LC Guaranties have expired or have been cash collateralized to Lender's satisfaction. Any notice of termination given by Borrower shall be irrevocable unless Lender otherwise agrees in writing, and Lender shall have no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Termination by Borrowers Upon at least thirty (30) days’ prior written notice to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.2(d). Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Release by Borrower a. FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Collateral Agent and each Lender and their respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment solely to the extent such claims arise out of or are in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing (collectively “Released Claims”). b. In furtherance of this release, Borrower expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which provides as follows: “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.” (Emphasis added.) c. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected in respect of the Released Claims; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. d. This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Collateral Agent and the Lenders to enter into this Amendment, and that Collateral Agent and the Lenders would not have done so but for Collateral Agent’s and the Lenders’ expectation that such release is valid and enforceable in all events. e. Borrower hereby represents and warrants to Collateral Agent and the Lenders, and Collateral Agent and the Lenders are relying thereon, as follows: i. Except as expressly stated in this Amendment, neither Collateral Agent, the Lenders nor any agent, employee or representative of any of them has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Amendment. ii. Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary. iii. The terms of this Amendment are contractual and not a mere recital. iv. This Amendment has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this Amendment is signed freely, and without duress, by Borrower. v. Borrower represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Borrower shall indemnify Collateral Agent and the Lenders, defend and hold each harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.

  • Indemnification by Borrower The Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Waivers by Borrower BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON-PAYMENT, INTENT TO ACCELERATE, ACCELERATION, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES;