Common use of ACKNOWLEDGEMENT AND CONFIRMATION Clause in Contracts

ACKNOWLEDGEMENT AND CONFIRMATION. Each Credit Party hereby confirms and agrees that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect (other than as expressly amended hereby), and represents and warrants to the Administrative Agent and the Lenders that it has no knowledge of any claims, counterclaims, offsets or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable, its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions of this Amendment and shall accordingly continue in full force and effect; and (ii) the Guaranty Obligations and Secured Liabilities (howsoever defined in each relevant Security Document) shall after the Effective Date extend to the obligations of each Credit Party (as applicable) under the Credit Agreement as amended hereby and under any other Credit Documents. This acknowledgement and confirmation by the Credit Parties is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each Credit Party acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

ACKNOWLEDGEMENT AND CONFIRMATION. 4.1 Each Credit Party hereby confirms and agrees that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect (other than as expressly amended hereby), and represents and warrants to the Administrative Agent and the Lenders that it has no knowledge of any claims, counterclaims, offsets or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable, its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions of this Amendment and shall accordingly continue in full force and effect; and (ii) the Guaranty Obligations and Secured Liabilities (howsoever defined in each relevant Security Document) shall after the Effective Date extend to the obligations of each Credit Party (as applicable) under the Credit Agreement as amended hereby and under any other Credit Documents. This acknowledgement and confirmation by the Credit Parties is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each Credit Party acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein. 4.2 Notwithstanding anything to the contrary in this Amendment, the Credit Agreement or any other Credit Document, the parties hereto hereby acknowledge and agree that, concurrently with the consummation of the Disposition in accordance with Section 1.1: (a) each of GCG and Settlement Services, Inc., a Florida corporation (“SSI”), will be automatically released from any and all liabilities and/or other obligations such Person has under the Credit Documents; (b) all security interests, liens and other interests held by the Administrative Agent, for the ratable benefit of the Secured Parties (as such term is defined in the Security Documents), on the assets of the Canadian Borrower disposed of pursuant to the Disposition, on the Capital Stock of Garden City Group, LLC and on the assets of GCG and SSI, shall be automatically terminated and released without any further action by Crawford, the Administrative Agent or any other Person, and the Administrative Agent will (at Xxxxxxxx’x expense) deliver to Xxxxxxx X. Xxxxxx, Dentons US LLP (“Xxxxxxxx’x Counsel”), 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, such releases as are reasonably requested by Crawford or Xxxxxxxx’x Counsel in connection with the release of such security interests, liens and other interests, including, without limitation, (i) Uniform Commercial Code termination statements with respect to the Uniform Commercial Code financing statements naming GCG and SSI as debtor and the Administrative Agent as secured party, (ii) a termination of that certain Control Account Agreement, dated as of December 8, 2011, among GCG, the Administrative Agent and Signature Bank, as amended, and (iii) releases and reassignments of the assignments filed with the U.S. Copyright Office and the U.S. Patent and Trademark Office with regard to registered Copyright Collateral, Patent Collateral and Trademark Collateral (as such terms are defined in the Security Agreement) of GCG; and

ACKNOWLEDGEMENT AND CONFIRMATION. Each Credit Party Borrower hereby confirms and agrees agrees, severally and not jointly that, after giving effect to this Amendment, and except as expressly modified and amended hereby, the Credit Agreement (as amended by the First Amendment) and the other Credit Loan Documents to which it is a party remain in full force and effect and enforceable against such Credit Party Borrower in accordance with their respective terms terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought, and shall not be discharged, diminished, limited or otherwise affected in any respect. This Amendment shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect (of, the obligations of such Borrower evidenced by or arising under the Credit Agreement or the other than as expressly amended hereby)Loan Documents to which it is a party. Each Borrower, severally and not jointly, represents and warrants to the Administrative Agent and the Lenders that as of the First Amendment Effective Date it has no knowledge of any claims, counterclaims, offsets offsets, or defenses to or with respect to its obligations under the Credit Loan Documents, or if such Credit Party Borrower has any such claims, counterclaims, offsets, or defenses to the Credit Loan Documents or any transaction related to the Credit Loan Documents, the same are hereby waived, relinquished, and released for itself in consideration of the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable, its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions of this Amendment and shall accordingly continue in full force and effect; and (ii) the Guaranty Obligations and Secured Liabilities (howsoever defined in each relevant Security Document) shall after the Effective Date extend to the obligations of each Credit Party (as applicable) under the Credit Agreement as amended hereby and under any other Credit Documents. This acknowledgement and confirmation by the Credit Parties such Xxxxxxxx is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each Credit Party Borrower acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

ACKNOWLEDGEMENT AND CONFIRMATION. Each Credit Party Borrower hereby confirms and agrees agrees, severally and not jointly that, after giving effect to this Amendment, and except as expressly modified and amended hereby, the Credit Agreement (as amended by this Amendment) and the other Credit Loan Documents to which it is a party remain in full force and effect and enforceable against such Credit Party Borrower in accordance with their respective terms terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought, and shall not be discharged, diminished, limited or otherwise affected in any respect. This Amendment shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect (of, the obligations of such Borrower evidenced by or arising under the Credit Agreement or the other than as expressly amended hereby)Loan Documents to which it is a party. Each Borrower, severally and not jointly, represents and warrants to the Administrative Agent and the Lenders that as of the Amendment Effective Date it has no knowledge of any claims, counterclaims, offsets offsets, or defenses to or with respect to its obligations under the Credit Loan Documents, or if such Credit Party Borrower has any such claims, counterclaims, offsets, or defenses to the Credit Loan Documents or any transaction related to the Credit Loan Documents, the same are hereby waived, relinquished, and released for itself in consideration of the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable, its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions of this Amendment and shall accordingly continue in full force and effect; and (ii) the Guaranty Obligations and Secured Liabilities (howsoever defined in each relevant Security Document) shall after the Effective Date extend to the obligations of each Credit Party (as applicable) under the Credit Agreement as amended hereby and under any other Credit Documents. This acknowledgement and confirmation by the Credit Parties such Xxxxxxxx is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each Credit Party Borrower acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

ACKNOWLEDGEMENT AND CONFIRMATION. Each Credit Party hereby further acknowledges and confirms and agrees that, after giving effect to this Amendment, the Credit Agreement and the other Credit Documents remain as follows: 3.1 that the Confidential Information is proprietary information of the Parties the disclosure of which could adversely affect the non-disclosing Party and result in full force and effect and enforceable against such Credit economic harm; 3.2 that neither Party in accordance with nor any of its subsidiaries, nor any of its or their respective terms and shall not be dischargedadvisers nor any of its shareholders, diminishedagents, limited officers or otherwise affected in employees accept responsibility or liability for or make any respect (other than as expressly amended hereby)representation, and represents and warrants to the Administrative Agent and the Lenders that it has no knowledge statement or expression of any claimsopinion or warranty, counterclaimsexpress or implied, offsets or defenses to or with respect to its obligations under the Credit Documents, accuracy or if such Credit Party has completeness of the Confidential Information or any such claims, counterclaims, offsets, or defenses oral communication in connection therewith unless and save to the Credit Documents extent that such representation, statement or expression of opinion or warranty is expressly incorporated into any transaction related to legally binding contract executed between the Credit Documents, Parties; 3.3 that the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Without limiting the foregoing, each Credit Party consents to the amendment of the Credit Agreement effected by Article I and confirms for the benefit of the Lenders and the Administrative Agent that (i) if applicable, its obligations (A) as a Subsidiary Guarantor under the applicable Guaranty and (B) under the Security Documents to which it is a party are not discharged or (except as set out in clause (ii) below) otherwise affected by those amendments or the other provisions of this Amendment and Agreement shall accordingly continue in full force effect notwithstanding any decision by the Parties not to proceed with the proposed transaction or any return or destruction of the Confidential Information; that damages alone would not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, without prejudice to any and effectall other rights or remedies that either Party may have against the other each shall be entitled without proof of special damage to the remedies of temporary or permanent injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement; that if either of the Parties or their Affiliates furnish or have furnished any confidential information of its Affiliates, the receiving Party will have the same obligations to such Affiliate with respect to such information as it has to the other Party with respect to the Confidential Information as if all references in this Agreement to that Party were references to such Affiliate; that this Agreement contains the entire agreement between the Parties and supersedes all prior oral, or written representations, understandings, or agreements. Any changes to this Agreement must be agreed in writing by both Parties; and (ii) the Guaranty Obligations and Secured Liabilities (howsoever defined in that each relevant Security Document) shall after the Effective Date extend to the obligations clause of each Credit Party (as applicable) under the Credit this Agreement as amended hereby and under any other Credit Documents. This acknowledgement and confirmation is severable if deemed void, illegal or unenforceable by the Credit Parties is made and delivered to induce the Administrative Agent and the Lenders to enter into this Amendment, and each Credit Party acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained hereina court or competent authority.