In other words, the new party is joined into the original agreement. Headings. Exhibit 99.1 . 3 dated as of November 30, 2020 (the "Joinder Agreement") to the PARI PASSU INTERCREDITOR AGREEMENT dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Wilmington Trust, National Association, as Collateral Trustee under the Collateral Trust Agreement (as successor to Bank of America, N.A., which . A joinder agreement is a document further to which a third party becomes a party to a contract. The material provided on the Incorporated.Zone's website is for general information purposes only. Agreement pursuant to this Agreement and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement or the other Credit Documents as in effect prior to the date hereof. 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. GOVERNING LAW. In business, a joinder contract is quite useful in many situations. The purpose of a Joinder Agreement is to add new parties to an agreement. 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. Whats notable with a joinder agreement is that you do not need all the original signing parties to sign along with the new party. Rule 19. Required Joinder of Parties | Federal Rules of Civil Procedure TO. Sec. There are many ways a contract can be amended or complemented using schedules, exhibits or amendments. If you are looking to use the joinder process to add future parties to a contract, you must provide for a clause in your contract allowing you to do so. The table under the heading Revolving Commitments of Schedule 1.1(b) of the Credit Agreement shall be replaced in its entirety with Schedule I to the Joinder and Amendment Agreement dated as of October 31, 2017 among the Borrower, the Guarantors, the Revolving Credit Lenders, the Administrative Agent and the other parties thereto. A joinder agreement NDA is essentially a non-disclosure agreement providing for the confidentiality of the information exchanged in the process of having a third party joined into the original contract. 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. WHEREAS, it is a condition to the obligations of the New Purchasers under the Joinder and Amendment to Series E Preferred Stock Purchase Joinder and Consolidation Provisions under 2021 ICC Arbitration Rules the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement. 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. 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. Joinder Agreement (Definition And Examples) - Incorporated.Zone 2. 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. 5. 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. Writing End of Contract Letter (Explained: All You Need To Know), What Is Addendum To Contract (All You Need To Know), What Is A Contract of Sale (Explained: All You Need To Know), What Is A Special Purpose Entity (Explained: All You Need To Know), What Is Corporate Raiding (Explained: All You Need To Know), What Are Golden Shares (Explained: All You Need To Know), What Is A Targeted Repurchase (Explained: All You Need To Know), What Is A Friendly Takeover (Explained: All You Need To Know), Clawback Provision (What It Is And How It Works: All You Need To Know), Lobster Trap Defense In Business (Explained: All You Need To Know), Reservation of Rights (Meaning: All You Need To Know), How Long Is A Business Day (Answered: All You Need To Know), Joinder Agreement (Definition And Examples), Should You Still Use Dear Sir or Madam (Answer You Must Know! 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 . 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 . Terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Investor Rights Agreement by and among the Company, the Existing Purchasers and the Stockholders, dated as of December7, 2009 (the Investor Rights Agreement). Business Finance, All THIS JOINDER AND AMENDMENT TO AMENDED AND RESTATED INVESTOR Financials, All The effectiveness of this Agreement is subject to the fulfillment of the following conditions. Rush Enterprises, Inc. - EDGAR Online You only need to compile a few pieces of information to make one. Although this may not happen often, it is a scenario that allows for joinder to be used. Here are some examples of when you may use a joinder agreement. The following defined terms shall be added to Section 1.1 of the Credit Agreement: 2. Prior Agreement. Joinder 2. Rocket Lawyer members have customized over 93.5M documents, Ask a lawyer questions about your document, Explore other Business and contracts documents, Do not sell or share my personal information. 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. 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. (b) Joinder and Amendment to Series Additional filters are available in search. Counterparts. Washington State Courts - Court Forms - Dissolution (Divorce) do not constitute a part of this Agreement. An amendment is a process used to make substantive changes to the terms and conditions of a contract. 11/12/2020 (LONGEVERON LLC) Source 6. RECITALS: The New Member desires to become a Member of the Exchange and gain access to the Network. 2 Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been 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)) as of such earlier date. Who is an additional party to an NDA joinder agreement liable to 4 Closing Date, the Credit Agreement is hereby amended as follows: 1. This Joinder and the Agreement, constitute the full and entire agreement of the with respect to the subject matter hereof. Lawyer must be part of our nationwide network to receive discount. IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day Joinder and Amendment Agreement, by and among Go Daddy - Justia B. with respect to all the Obligations of Borrowers now or hereafter incurred under the Credit Agreement and the other Loan Documents. signed by the parties. 2 Arrangers and the Additional Revolving Loan Lenders shall have received, at least three Business Days prior to the Amendment No. The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the Subsidiary to become a Guarantor. (a) No fine, forfeiture, or penalty incurred under laws existing before the time the Alaska Statutes take effect is affected by repeal of the existing law, but the recovery of the fines and forfeitures and the enforcement of the penalties are effected as if the law repealed had . Form of Support and Joinder Agreement (Solid Biosciences Inc., Filed With SEC on September 30, 2022) Joinder and Amendment Agreement, dated as of September 25, 2022, by and among Senyun International Ltd., FF Simplicity Ventures LLC, RAAJJ Trading LLC and Faraday Future. Also, a joinder agreement is signed by the new person and the legal representatives under the original agreement. Communication Services, All 5.3. Utilities. Joinder Agreement - SEC.gov When a new member signs the joinder, that person becomes bound by the terms and conditions of the LLC operating agreement as if it was an original signing party. 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. JOINDER AND AMENDMENT AGREEMENT, dated as of June 4, 2019 (this . Restated Investor Rights Agreement to be duly executed as of the day and year first above written. For example, a startup may issue shares to three founders who then enter into a unanimous shareholder agreement with one another. Another example is with regards to subcontractor agreements. A)a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: i)the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Agreement, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and, ii)no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Agreement, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or. PDF Joinder Agreement Attachment 1 - Indian Health Service (IHS) 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. There are many ways a contract can be amended or complemented using schedules, exhibits or amendments. (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as Joinder Agreement: How To Add a New Party to Contract (2022) For institutions that require a second signature: Title: Corporate Secretary and General Counsel. 13. agreement. Termination of this Agreement shall not relieve the Adviser or the Subadviser of any liability incurred hereunder. WHEREAS, the Company, the New Purchasers and the Existing A joinder agreement is a type of agreement that joins a new party to an existing agreement as if the new party was part of the original agreement. Joinder and Second Amendment to Loan and Security Agreement For example, a company has a shareholder agreement with 4 signatories. hereto, intending to be legally bound, hereby agree as follows: 1. For example, if you are a new shareholder of a company and you are given a joinder agreement to sign, by signing it, you agree to be bound by the terms and conditions of an existing shareholder agreement. The execution, delivery and performance by each Credit Party of this Agreement, and the performance by each Credit Party of the Amended Credit Agreement will not (a) contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which such Credit Party or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound other than any such breach, default or Lien that could not reasonably be expected to result in a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other organizational documents of such Credit Party or any of the Restricted Subsidiaries. Joinder. Information Technology, All Trades that were placed prior to such termination will not be canceled; however, no new trades will be placed after notice of such termination is received. Severability. Notwithstanding the foregoing, the Letter of Credit Commitments set forth in. We want to provide the best possible experience for our users. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Amended Credit Agreement or entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Credit Document in similar or different circumstances. writing, specifically designated as an addition or amendment to this Joinder Agreement, and . Intellectual Property, All Free Joinder Agreement | Free to Print, Save & Download - Rocket Lawyer 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 The joinder will allow them to issue stocks to new shareholders and have those individuals become a party to their shareholder agreement. 2 Effective Date Conditions. Further Assurances. Joinder Agreement Template: Create & Sign for Free in Minutes - PandaDoc The primary contractor may have a contract with a client allowing it to subcontract certain aspects of the contract. At the time of and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing. 2 Effective Date, substantially in the form of Exhibit G to the Credit Agreement, with appropriate insertions, executed by any Authorized Officer (or in the case of Holdings any Director or authorized agent of Holdings) and the Secretary or any Assistant Secretary of Holdings or the Borrowers (or in the case of Holdings any Director or authorized agent of Holdings), as applicable, and attaching the documents referred to in the following clause (B), and (B) (x) a copy of the resolutions of the board of directors or other managers of Holdings and the Borrowers (or a duly authorized committee thereof) authorizing (I) the execution, delivery, and performance of this Agreement (and any agreements relating thereto) to which it is a party and (II) in the case of the Borrowers, 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 Holdings and the Borrowers and (z) signature and incumbency certificates (or other comparable documents evidencing the same) of the Authorized Officers of Holdings and the Borrowers executing the Credit Documents to which it is a party or (ii) a certificate of Holdings on behalf of each Borrower, dated the Amendment No. By issuing shares to a new stockholder, the new stockholder will be required to become a party to the existing shareholder agreement. (a) Change of Legal Name of MEMC Singapore Pte. To the extent . A joinder agreement is not the same thing as a contract amendment. Notwithstanding the foregoing, the term Revolving Credit Commitment Fee Rate shall mean 0.25% during the period from and including the Amendment No. Generally, for a third party to become a party to a contract, he or she must be given the opportunity to read that contract and fully understand its terms and conditions. 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. 6. My name is Amir and I'm the owner of this blog. Alaska Statutes 2022 - akleg.gov It also protects any parties involved from liabilities arising from the added terms and conditions in the joinder agreement. Counterparts; I'm a lawyer by trade and an entrepreneur by spirit. By signing a joinder, the new party agrees to be bound by all the same terms and conditions as the original contract and becomes a new signatory. How do you add a new party to a contract? Joinder. It is not intended to provide legal advice or opinions of any kind. 2 Effective Date up to, but excluding, the Trigger Date. 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. The Administrative Agent shall take any and all action as may be reasonably necessary to ensure that (i) the Additional Revolving Credit Commitments are included in each Borrowing and repayment of Revolving Credit Loans on a. 2 Effective Date Conditions (as hereinafter defined). The Administrative Agent shall have received from the Borrower, each Guarantor, the Collateral Agent, the Swingline Lender, the Letter of Credit Issuer and each Revolving Credit Lender a counterpart of this Agreement signed on behalf of such party; The Administrative Agent and the Revolving Credit Lenders shall have received the executed legal opinion of (i) Simpson Thacher & Bartlett LLP, special New York counsel to the Credit Parties and (ii) Kilpatrick Townsend & Stockton LLP, special Georgia counsel to the Credit Parties. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants herein contained, the parties If you want to include an additional party to an agreement, then you will need a Joinder Agreement. THIS JOINDER AGREEMENT (the "Joinder"), to the Shareholder Agreement (the "Shareholder Agreement") dated as of and as may be amended from time to time by and among (the "Company"), and each of the Shareholders of the Company, is made and entered into as of by and between the Company and ("Holder"). all Fronting Fees accrued and unpaid in connection with all outstanding Letters of Credit immediately prior to the Effective Date. Counterparts Sample 1 Sample 2 Sample 3 Remove Advertising Joinder Agreement - Table of Contents (based on 11 contracts) 1. 2 Effective Date by the Administrative Agent, the Amendment No. 1. Here is an example of a joinder agreement: Joinder agreements are used to include a person or entity to a contract as if that new person was one of the original contracting parties. Whenever feasible, the persons materially interested in the subject of an actionsee the more detailed description of these persons in the discussion of new subdivision (a) belowshould be joined as parties so that they may be heard and a complete disposition made. You should use joinder agreements in cases where it is likely that your contract will have new parties in the future and the identity of such parties is unknown at the moment the contract is signed. 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. Borrower on and as of the Effective Date as though made on that date. 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. JOINDER TO LOAN AGREEMENT. modified, shall be enforced as any other provision hereof, all the other provisions hereof continuing in full force and effect. This Joinder Agreement may be executed in multiple counterparts . 5. When the subcontractor signs a joinder, it becomes responsible for the same terms and conditions as the primary contractor towards the client. 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.) 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. This Amendment No. A joinder agreement outlines the rights, responsibilities, and obligations of a new party or parties joining an existing contract. JOINDER AND AMENDMENT TO AMENDED AND 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. Subject to the occurrence of the Effective Date, each of the Revolving Credit Lenders hereby consents to the following amendments to the Credit Agreement: The definition of Revolving Credit Maturity Date in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: Any provisions relating to the determination of a minimum tenor, maturity or weighted average life to maturity with respect to the Revolving Credit Loans for purposes of the incurrence of new indebtedness or commitments shall assume (solely for purposes of such determination and not for any other purpose) that the Springing Maturity Condition does not apply; The following definitions shall be inserted in Section 1.1 of the Credit Agreement in the correct alphabetical placement: The last sentence of the definition of Revolving Credit Commitment in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000 (the Initial Revolving Credit Commitments), as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

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