Acknowledgment of Factual Matters Sample Clauses

Acknowledgment of Factual Matters. (a) Each Borrower Party acknowledges and confirms the truth and accuracy of the recitals set forth in the recital paragraphs of this Agreement. Without limiting the generality of the immediately preceding sentence, each Borrower Party acknowledges and confirms: (i) the existence of the Designated Events of Default and (ii) that, by reason of the Designated Events of Default, Lender presently has the right to exercise the Lender Rights. Further, each Borrower Party acknowledges and confirms that, on Lender’s demand, Lender is entitled to exercise any or all of the Lender Rights and thereupon all of the Obligations will be immediately due and payable to Lender in full, without offset, defense, recoupment or counterclaim, and that no Borrower has any claim or defense of any kind, by way of offset or otherwise, to the payment and performance of all of the Obligations. Borrower unconditionally promises to pay and perform all Obligations. (b) The Borrower Parties hereby (i) acknowledge that each of Loan Documents including those described on Schedule “A” attached to Amendment No. 2 and made a part hereof are, except as specifically provided for herein, in full force and effect and have not been modified, either orally or in writing, by any of Summa or Lender (nor have either Summa or Lender waived any of their rights or claims thereunder, as applicable to the periods when each were the owners of the Financing Agreement and related Loan Documents) and constitute all of the agreements between Lender, Borrower and related parties, (ii) reaffirm and admit the validity and enforceability of the Loan Agreement and related Loan Documents to which it is a party and its obligations thereunder, and agree and admit that it has no claim, counterclaim, cause of action, defense to or offset against any such obligations or against the Lender, its officers, directors, employees or agents (the “Lender Parties”) which, for the purposes of this Amendment No. 2, shall include Summa and its officers, directors, employees or agents relating to the period when Summa was the owner of the Loan Agreement and related Loan Documents), and (iii) represent and warrant that all of the representations and warranties made by each of them in the Loan Agreement and herein are true and correct in all material respects, as of the date hereof (except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have ...
Sample 1
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Acknowledgment of Factual Matters. Each Obligor acknowledges and confirms the truth and accuracy of the recitals set forth in the recital paragraphs of this Agreement. Without limiting the generality of the immediately preceding sentence, each Obligor acknowledges and confirms: (i) the existence of the Designated Events of Default and (ii) that, by reason of the Designated Events of Default, Xxxxxxxxx presently has the right to exercise the Lender Rights. Further, each Obligor acknowledges and confirms that, on Xxxxxxxxx’x demand, Xxxxxxxxx is entitled to exercise any or all of the Lender Rights and thereupon all of the Obligations will be immediately due and payable to Xxxxxxxxx in full, without offset, defense, recoupment or counterclaim, and that no Obligor has any claim or defense of any kind, by way of offset or otherwise, to the payment and performance of all of the Obligations. Obligors, jointly and severally, absolutely and unconditionally promise to pay and perform all Obligations.
Sample 1

Related to Acknowledgment of Factual Matters

  • Perfection Representations, Warranties and Covenants The Seller hereby makes the perfection representations, warranties and covenants set forth on Schedule B hereto to the Issuer and the Issuer shall be deemed to have relied on such representations, warranties and covenants in acquiring the Receivables.

  • Acknowledgment Regarding Investor’s Status The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acknowledgment Regarding Buyer’s Status The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Survival of Agreements, Representations and Warranties, etc All representations and warranties contained herein shall survive the execution and delivery of this Agreement.

  • Survival of Covenants, Representations and Warranties All covenants, agreements, representations and warranties made herein or in any documents or other papers delivered by or on behalf of the Borrowers, or any of them, pursuant hereto shall be deemed to have been relied upon by the Lenders, regardless of any investigation made by or on behalf of the Lenders and shall survive the execution and delivery of this Master Agreement and the making by the Lenders of the Loans as herein contemplated and shall continue in full force and effect so long as any Loan, Obligation or any other amount due under this Agreement remains outstanding and unpaid or unsatisfied.

  • Acknowledgment of Rights The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the respective due date specified in the Debentures.

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Representations and Warranties; Compliance with Conditions The representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default or an Event of Default shall have occurred and be continuing; and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

  • SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

  • Accuracy of Representations and Warranties; Performance of Covenants At the Closing Time, the representations and warranties contained herein or in certificates of any officer of the Company or any of its subsidiaries (including the Bank) delivered pursuant to the provisions hereof, shall be true and correct, when made, and at the Closing Time, and the Company shall have performed its covenants and other obligations hereunder.

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