Acknowledgement of Lenders. (a) Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (ii) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 12.12 shall be conclusive, absent manifest error.
(b) Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (i) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (ii) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one Busi...
Acknowledgement of Lenders. Each Lender acknowledges to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, environmental soundness, affairs, status and nature of the Borrower and accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely, on the Agent:
Acknowledgement of Lenders. Each Lender acknowledges that as of the date of this Amendment, and giving effect to this Amendment, it’s respective Commitment is as set forth opposite its respective signature to this Amendment.
Acknowledgement of Lenders. (a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
(b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.
Acknowledgement of Lenders. Each Lender hereby acknowledges to the Facility Agent and agrees on the following:
(1) The Lenders have never relied on any of the Related Persons of the Facility Agent, but, since the beginning (and will continue in the future), have independently, as its own separate responsibility, made its own assessment and analysis of the current status, credit, outlook, business, operations, property and financial condition of the Borrower and other related persons, taken its own responsibility for the current or future value or ownership of any of the underlying Rights and Interests of Security, been liable for its compliance with the laws and regulations applicable to financial institutions related to the transactions under the Agreement, made its own decisions as to whether or not to proceed or in taking or not taking actions under this Syndicated Loan. Table of Contents
(2) The Lenders have never relied on any representation or statement of the Facility Agent to make decision to execute the Agreement.
Acknowledgement of Lenders. 91 Section 17.19 Administrative Agent's Duty to Deliver Documents.......... 91 Section 17.20
Acknowledgement of Lenders. Each Lender acknowledges to the Administrative Agent, the other Agents and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Loan Parties and accordingly each Lender confirms to the Administrative Agent, the other Agents and the Arrangers that it has not relied, and will not hereafter rely, on the Administrative Agent:
(a) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by any Loan Party or in connection with the Loan Documents, the Transaction Documents, the Tender Offer, the Merger or any other documents contemplated by or referred to therein or the transactions contemplated thereby (whether or not such information has been or is hereafter circulated to such Lender by the Administrative Agent); or
(b) to assess or keep under review on its behalf the financial condition, creditworthiness, affairs, status or nature of any of the Loan Parties, Acquisition Sub or WCP. In addition, each Lender acknowledges that a copy of this Agreement and of the Schedules hereto and of the other Loan Documents have been made available to it for its review and that it is satisfied with the form and substance of this Agreement and the Schedules hereto and of the other Loan Documents.
Acknowledgement of Lenders. The Lenders acknowledge that to the extent any senior notes or bridge notes are issued in accordance with Section 9.1(q) of the Credit Agreement to finance part of the TEAK Acquisition, no mandatory prepayment will be required to be made with the proceeds of such issuance under Section 2.6(a) of the Credit Agreement.
Acknowledgement of Lenders. Each Lender acknowledges that it has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, affairs, status and nature of the Credit Parties and accordingly each Lender confirms to the other Lender that it has not relied, and will not hereafter rely on the other Lender.
(a) to check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided by any Credit Party or in connection with the Credit Documents (whether or not such information has been or is hereafter circulated to such other Lender); or
(b) to assess or keep under review on its behalf the financial condition, creditworthiness, affairs, status or nature of any Credit Party. In addition, each Lender acknowledges that a copy of this Credit Agreement, of the Schedules thereto and of the other Credit Documents have been made available to it for its review and that it is satisfied with the form and substance thereof.
Acknowledgement of Lenders. The Lenders hereby agree to be bound by the terms of this Note. "LENDERS" /s/Wilxxxx XxXxxxxxx ------------------------------------- Name: Wilxxxx XxXxxxxxx Address of Wilxxxx XxXxxxxxx: c/o Inverness 660 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 /s/ Wilxxxx XxXxxxxxx ------------------------------------- Name: Xiagen, Ltd. Address of Xiagen Ltd.: c/o Inverness 660 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 /s/Robxxx X. Xxxxxxx ------------------------------------- Name: Ropart Investments, LLC Address of Ropart Investments, LLC: One Xxxx Xxxxxx Xxxxxx Greenwich, CT 06831 /s/ Frexxxxxx X. Xxxxxxxxxx ------------------------------------- Name: Frexxxxxx X. Xxxxxxxxxx Address of Frexxxxxx X. Xxxxxxxx: P.O. Box 4710 Cave Creek, AZ 85327 ------------------------
