Acknowledgment of Borrower. The Borrower expressly acknowledges and agrees that as of the date of this Amendment, it has no offsets, claims or defenses whatsoever against any of the Obligations owing to the Bank.
Acknowledgment of Borrower. Borrower hereby acknowledges and agrees that: (a) Borrower has no defense, offset or counterclaim with respect to the payment of any sum owed to Agent or any Lender, or with respect to the performance or observance of any warranty or covenant contained in the Transaction Documents; and (b) Agent and each Lender has performed all obligations and duties owed to Borrower through the date hereof.
Acknowledgment of Borrower. The Borrower acknowledges receipt of a copy of this Note, and attests that each advance is to be used for general commercial purposes and that no part of such proceeds will be used, in whole or in part, for the purpose of purchasing or carrying any “margin stock” as such term is defined in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.
Acknowledgment of Borrower. The Borrower expressly acknowledges and agrees that as of the date hereof, it has no offsets, claims or defenses whatsoever against any of the Indebtedness or obligations owing under the Five Year Credit Agreement.
Acknowledgment of Borrower. Borrower acknowledges and agrees that as of the date of this Agreement, it has no offsets, claims or defenses whatsoever against any of its obligations under the Revolving Note, or its obligations under the Loan Agreement, the Collateral Documents, or any other agreements, documents or instruments securing or pertaining to the Revolving Note or the Loan Agreement.
Acknowledgment of Borrower. Borrower, Agent and Lenders acknowledge that the Prepayment Premium required by this Section is compensation to Agent and Lenders for the cost of reinvesting the Loan Proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower, Agent and Lenders acknowledge that the loss that may be sustained by Agent and Lenders as a result of such a prepayment by Borrower or acceleration of the Loan is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower, Agent and Lenders to compensate Agent and Lenders for such loss.
Acknowledgment of Borrower. The Borrower expressly acknowledges -------------------------- and agrees that as of the date hereof, it has no offsets, claims or defenses whatsoever against any of the Indebtedness or Obligations.
Acknowledgment of Borrower. Borrower acknowledges receipt of a copy of this Note, and attests that each advance is to be used for general commercial purposes and that no part of such proceeds will be used, in whole or in part, for the purpose of purchasing or carrying any "margin stock" as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.
Acknowledgment of Borrower. The Borrower hereby acknowledges receipt of a copy of the foregoing Subordination Agreement, confirms the accuracy of the information set forth in Exhibit A attached hereto and that Exhibit A identifies all of Borrower's existing indebtedness and obligations to Subordinated Creditor, and agree that they will not pay any indebtedness subordinated by the foregoing Subordination Agreement (except as otherwise permitted hereby) until all indebtedness of Borrower to Senior Creditor, its successors and assigns, now existing and hereafter arising shall have been indefeasibly paid in full in cash. In the event of any breach of the provisions of the foregoing Subordination Agreement, Borrower agrees that, in addition to any other rights and remedies Secured Party may have, all of Borrower's obligations and liabilities to Senior Creditor shall, without notice or demand, become immediately due and payable, unless Senior Creditor shall otherwise elect. TEMTEX INDUSTRIES, INC. By:________________________________ Name:______________________________ Title:_____________________________ TEMCO FIREPLACE PRODUCTS, INC. By:________________________________ Name:______________________________ Title:_____________________________ EXHIBIT A SUBORDINATED DEBT AND PERMITTED PAYMENTS ----------------------------------------
Acknowledgment of Borrower. To induce the Bank to enter into this Amendment and grant the accommodations set forth herein, the Borrower (a) acknowledges and agrees that no right of offset, defense, counterclaim, claim or objection exists in favor of the Borrower against the Bank arising out of or with respect to the Note, the Loan Agreement, the other Loan Documents, the obligations of the Borrower or any guarantor thereunder, or any other arrangement or relationship between the Bank and the Borrower, and (b) releases, acquits, remises and forever discharges the Bank and its affiliates and all of their past, present and future officers, directors, employees, agents, attorneys, representatives, successors and assigns from any and all claims, demands, actions and causes of action, whether at law or in equity, whether now accrued or hereafter maturing, and whether known or unknown, which the Borrower now or hereafter may have by reason of any matter, cause or things occurring or existing before and including the date of this Amendment with respect to matters arising out of or with respect to the Note, the Loan Agreement, the other Loan Documents, the obligations arising thereunder, or any other arrangement or relationship between the Bank and the Borrower.
