Acknowledgements and Stipulations. In order to induce the Agent and Lenders to enter into this Amendment, each Obligor acknowledges, stipulates and agrees that:
Acknowledgements and Stipulations. Borrower acknowledges and stipulates that the Loan Agreement and the other Transaction Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by Borrower); and the security interests and liens granted by Borrower in favor of Lender are duly perfected, first priority security interests and liens.
Acknowledgements and Stipulations. Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower); the security interests and liens granted by such Borrower in favor of Agent are duly perfected, first priority security interests and liens (except as otherwise explicitly provided in the Loan Agreement); and the unpaid principal amount of the Loans on and as of April 1, 2003, totaled $30,430,680.30.
Acknowledgements and Stipulations. In order to induce the Agent and the Lenders to enter into this Agreement, each Loan Party acknowledges, stipulates and agrees that:
a) as of the close of business on June 20, 2014, excluding fees, costs and expenses payable by the Loan Parties pursuant to the terms of the Credit Agreement, (i) the aggregate principal balance of Term Loans outstanding under the Credit Agreement totaled $12,000,000, and (ii) accrued and unpaid interest on the Obligations totaled $54,866.67;
b) all of the Loans and other Obligations are absolutely due and owing by the Loan Parties to the Lenders without any defense, deduction, offset or counterclaim (and, to the extent any Loan Party had any defense, deduction, offset or counterclaim on the date hereof, the same is hereby waived by each such Loan Party);
c) the Loan Documents executed by the Loan Parties are legal, valid and binding obligations enforceable against the Loan Parties in accordance with their respective terms;
d) the liens granted by the Loan Parties to the Agent in the Collateral are valid and duly perfected, first-priority liens, subject only to Permitted Encumbrances having priority under applicable Law; and
e) prior to executing this Agreement, the Loan Parties consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representation of the Agent and/or any Lender, or any counsel to the Agent and/or any Lender concerning the legal effects of this Agreement or any provision hereof.
Acknowledgements and Stipulations. Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by Borrower); the Liens granted by Borrower in favor of Agent are duly perfected, first priority Liens; and the unpaid principal amount of the Revolver Loans on and as of October 11, 1996, totalled $25,256,000 and the unpaid principal amount of the Term Loan Advances on and as of October 11, 1996, totalled $16,250,000.
Acknowledgements and Stipulations. Each of the Transaction Documents is modified by the Bringdown Certificate dated April 16, 1996, executed by Dennxx X. Xxxxx xx President of Borrower (the "Bringdown Certificate"). Borrower acknowledges and stipulates that the Loan Agreement and the other Transaction Documents executed by Borrower are legal, valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by Borrower); and the security interests and liens granted by Borrower in favor of Lender are duly perfected, first priority security interests and liens.
Acknowledgements and Stipulations. Each Borrower acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by either or both of Teltronics and ATS are legal, valid and binding, joint and several obligations of Borrowers that are enforceable against each Borrower in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); the security interests and liens granted by Borrowers in favor of Lender are duly perfected, first priority security interests and liens; and the unpaid principal amount of the Revolving Loans on and as of January 3, 1996, totalled $2,227,728.62 and the unpaid principal amount of the Term Loan on and as of December 31, 1995, is $191,455.00. Each Borrower hereby acknowledges that this Amendment supersedes and replaces that certain Second Amendment to Loan and
Acknowledgements and Stipulations. Each Obligor acknowledges and stipulates that the Credit Agreement, the Security Agreement and the other Loan Documents executed by such Obligor are legal, valid and binding obligations of such Obligor that are enforceable against such Obligor in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Obligor); the security interests and liens granted by such Obligor in favor of the Agent are duly perfected, first priority security interests and Liens; and, on and as of the opening of business on October 28, 2008, the unpaid principal amount of the Revolving Loans totaled $0 and the face amount of all issued and outstanding Letters of Credit totaled $16,219,940.50.
Acknowledgements and Stipulations. Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by Borrowers); the security interests and liens granted by Borrowers in favor of Lender are duly perfected, first priority security interests and liens, except as permitted under the Credit Agreement; and the unpaid principal amount of the Revolving Advances on and as of the close of business on May 11, 2000, totaled $10,798,623.88.
Acknowledgements and Stipulations. Each Borrower hereby acknowledges and stipulates that (a) the Credit Agreement and the other Credit Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof, (b) all of the Obligations are owing and payable without defense, offset or counterclaim (and, to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower), and (c) the security interests and liens granted by such Borrower in favor of Administrative Agent and Lenders are duly perfected, first priority security interests and liens subject only to Permitted Liens.
