Acknowledgment of Liabilities. (a) Each Company hereby acknowledges that it is unconditionally liable to Creditor Parties under the Purchase Agreement and the Related Agreements to which it is a party for the payment of all Liabilities, and no Company has any defenses, counterclaims, deductions, credits, claims or rights of setoff or recoupment with respect to the Liabilities.
(b) Each Company hereby ratifies and confirms its obligations under the Purchase Agreement and the Related Agreements to which it is a party and hereby acknowledges and agrees that the Purchase Agreement and the Related Agreements to which it is a party remain in full force and effect.
Acknowledgment of Liabilities. Borrower hereby acknowledges and agrees that there is no defense, setoff or counterclaim of any kind, nature or description to the Obligations or the payment thereof when due.
Acknowledgment of Liabilities. Investor acknowledges that the Facility Owners shall be obligated to pay, discharge and perform when due, from and after Closing, the liabilities and obligations listed below (collectively, the "OWNER OBLIGATIONS"), but Underlying Interest Owners shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing:
(a) The Senior Financing;
(b) All liabilities and obligations arising under the Facility Agreements; and
(c) Such other liabilities of the Facility Owners (including but not limited to Resident Deposits) to the extent, and only to the extent, the amount thereof is included as a credit to the Joint Venture in calculating the adjustment amount as ultimately determined pursuant to Section 2.5. This Section 2.3 shall survive the Closing.
Acknowledgment of Liabilities as of January 23, 2006, the Borrowers are jointly and severally indebted under the Credit Agreement (in addition to all fees, costs, and other amounts recoverable thereunder), all without offset, counterclaim, or defense of any kind for: (i) outstanding principal under the Revolving Credit Facility of $59,800,000.00; (ii) accrued and unpaid interest under the Revolving Credit Facility of $347,515.28, and (iii) attorneys’ fees and other fees and costs as allowable under the Credit Agreement.
Acknowledgment of Liabilities. The Parties hereby acknowledge the following purchase orders have been made for the amount indicated below: Description Remaining Order Amount Owed 90kW Motor $725,900 $103,700 (50 finished units) CEU(P90&P120) $1,605,300 $397,400 (60 finished units) $677,977 (180 unfinished units)
Acknowledgment of Liabilities. As of May 7, 2003, the following principal amounts (inclusive of the face amounts of undrawn Letters of Credit) are owing to the Lenders under the Credit Documents (in addition to accrued interest and all other sums payable under the Credit Documents): Principal Revolving Notes (Face Amounts of Letters of Credit) $ 1,171,710.81 Tranche A Term Notes $ 35,999,999.99 Delayed Draw Term Notes $ 8,000,000.00 Swingline Notes $ -0-
Acknowledgment of Liabilities. (a) Each Company hereby acknowledges that it is unconditionally liable to Purchasers and Agent under the Note Purchase Agreement and the Related Agreements to which it is a party for the payment of all Liabilities, and no Company has any defenses, counterclaims, deductions, credits, claims or rights of setoff or recoupment with respect to the Liabilities.
(b) Each Company hereby ratifies and confirms its obligations under the Note Purchase Agreement and the Related Agreements to which it is a party and hereby acknowledges and agrees that the Note Purchase Agreement and the Related Agreements to which it is a party remain in full force and effect.
Acknowledgment of Liabilities. The Joint Venture acknowledges that the SPVs shall be obligated to pay, discharge and perform when due, from and after Closing for a Facility, the liabilities and obligations (collectively, the “Owner Obligations”) relating to such Facility, but Sunrise agrees that it and its Affiliates shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to (a) all liabilities and obligations arising under the Facility Agreements and (b) such other liabilities of the Facility Owners (including but not limited to Resident Deposits) to the extent, and only to the extent, the amount thereof is included as a credit to the Joint Venture in calculating the adjustment amount as ultimately determined pursuant to Section 2.5, to the extent attributable to or arising out of matters that occur prior to Closing, and Sunrise agrees to indemnify and hold harmless the Joint Venture from and against any Losses arising from such pre-Closing matters. This Section 2.3 shall survive the Closing.
Acknowledgment of Liabilities. The Joint Venture acknowledges that the SPVs shall be obligated to pay, discharge and perform when due, from and after Closing for a Facility, the liabilities and obligations listed below (collectively, the “Owner Obligations”) relating to such Facility, but Sunrise agrees that the Underlying Interest Owners shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing, and Sunrise agrees to indemnify and hold harmless the Joint Venture from and against any Losses arising from such pre-Closing matters:
Acknowledgment of Liabilities. SHP acknowledges that the Facility Owners shall be obligated to pay, discharge and perform when due, from and after Closing, the liabilities and obligations listed below (collectively, the "Owner Obligations"), but Sunrise shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing:
(a) The Fredxxx Xxx Loans;
(b) All liabilities and obligations arising under the Facility Agreements transferred to the Facility Owners in accordance with this Agreement (but not any Facility Agreements which are entered into after the date hereof not in compliance with this Agreement), to the extent such liabilities and obligations arise during and relate to any period from and after the Closing Date; and
(c) Provided that Sunrise pays SHP the amount, if any, owed by Sunrise at Closing under Section 2.6, the Owner Obligations shall also include such other liabilities of Sunrise (including but not limited to Resident Deposits) to the extent, and only to the extent, the amount thereof is included as a credit to SHP in calculating the Adjustment Amount as ultimately determined pursuant to Section 2.6.
