Acknowledgment of Outstanding Obligations Sample Clauses

Acknowledgment of Outstanding Obligations. The Borrower and the Guarantor hereby acknowledge, certify and agree that pursuant to the Existing Agreement, (i) Lenders have made Eurodollar Loans to the Borrower that are outstanding as of the date hereof in the aggregate principal amount of $120,000,000 and Base Rate Loans to the Borrower that are outstanding as of the date hereof in the aggregate principal amount of $-0-, (ii) the Administrative Agent has made Swingline Loans to the Borrower that are outstanding as of the date hereof in the aggregate principal amount of $-0- and (iii) the Issuing Bank has issued Letters of Credit on behalf of or for the account of the Borrower in the aggregate face amount of $2,058,980; the Borrower's obligation to pay the outstanding amounts under such Existing Agreement to the Lenders, the Administrative Agent and/or the Issuing Bank is not subject to any defense, claim, counterclaim, setoff, right of recoupment, abatement or other determination whatsoever; including without limitation, any usury or lender liability claim or defense, arising out of the Loans or the issuance of any Letter of Credit or any past relationship between or among the Borrower, the Lenders, the Administrative Agent and/or the Issuing Bank that can be asserted by the Borrower either to reduce or eliminate all or any part of its liability for the Obligations or to seek affirmative relief or damages of any kind or nature from the Lenders, the Administrative Agent and/or the Issuing Bank. The Borrower further acknowledges that to the extent that any such claim should in fact exist, including without limitation, any usury or lender liability claim, it is being fully, finally, and irrevocably released. The Borrower hereby acknowledges and agrees that an Event of Default exists under the Existing Agreement as referenced in paragraph 3 hereof and that the Lenders and the Administrative Agent are under no obligation whatsoever to restructure the Loans or any of the Loan Documents. In consideration of the terms and conditions of this First Amendment, made at the Borrower's request, the Borrower on behalf of itself and its respective successors and assigns hereby fully, finally and irrevocably releases the Lenders, the Administrative Agent and the Issuing Bank, and their respective officers, directors, affiliates, subsidiaries, parents, representatives, agents, shareholders, attorneys, employees, predecessors, successors and assigns (collectively, the "Released Parties") from any and all defenses, coun...
Sample 1
AutoNDA by SimpleDocs
Acknowledgment of Outstanding Obligations. As of the Effective Time the Company acknowledges and agrees that the amounts owing by the Company under each Funding Agreement is no less than as set forth on EXHIBIT D attached hereto.
Sample 1
Acknowledgment of Outstanding Obligations. As of the Amendment Date, Netplex is indebted to DSA in the aggregate principal amount of US $1,400,000 plus accrued but unpaid interest, all without offset, counterclaims or defenses of any kind. Nothing contained herein shall alter, amend, modify or extinguish the obligation of Netplex to repay the Obligations, and this Amendment Agreement does not constitute a novation of any of the Settlement Documents. DSA agrees that notwithstanding the foregoing, once DSA has received the Initial Payment, DSA's recourse and Netplex's obligations under the Settlement Documents and this Amendment Agreement shall be limited to the rights and obligations set forth in Article II, below.
Sample 1
Acknowledgment of Outstanding Obligations. Each of the Clients hereby acknowledges, confirms and agrees that as of October 31, 1997, the Obligations due and owing to the Factor, jointly and severally by the Clients, are in the aggregate principal amount of not less than $____________, plus accrued and unpaid interest, plus all costs, fees, expenses and other sums and charges due and owing to the Factor under the Existing Factoring Agreements, including, without limitation, all costs and expenses incurred by the Factor in connection with the negotiation, preparation and execution of this Forbearance Agreement, and all documents, instruments and agreements delivered in connection with this Forbearance Agreement (all of the foregoing is collectively referred to as the "Existing Debt"). Each of the Clients hereby acknowledges, confirms and agrees that as of the date hereof, the Existing Debt is due and owing by the Clients to the Factor without offset, defense or counterclaim of any kind, nature or description whatsoever.
Sample 1
Acknowledgment of Outstanding Obligations. (a) The Borrowers and NSC represent and warrant to Lender that as of the Closing Date, the Borrower will be indebted to the Banks in an aggregate amount not in excess of:
Sample 1
Acknowledgment of Outstanding Obligations. Borrower hereby acknowledges, confirms and agrees that as of the date hereof, the Borrower is indebted to the Lender in the aggregate principal amount of $8,732,987.96, plus accrued and unpaid interest and plus all costs, fees, commissions, expenses and other sums and charges due and owing to the Lender under the Note, including, without limitation, all costs and expenses (including attorneys' fees and expenses) incurred by Lender (all of the foregoing is collectively referred to as the "Existing Debt"). The Borrower hereby acknowledges, confirms and agrees that as of the date hereof, the Existing Debt is due and owing by the Borrower to the Lender without offset, defense or counterclaim of any kind, nature or description whatsoever.
Sample 1

Related to Acknowledgment of Outstanding Obligations

  • Acknowledgment of Debt 1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

  • Acknowledgment of Obligations Borrower hereby acknowledges, confirms and agrees that all Term Loans made prior to the date hereof, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges owing by Borrower to Agent and Lenders under the Loan Agreement and the other Debt Documents, are unconditionally owing by Borrower to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally.

  • Acknowledgment of Indebtedness The Issuer acknowledges its indebtedness to the Note Holder in respect of each Note issued under this agreement.

  • Acknowledgment of Default Each Credit Party hereby acknowledges and agrees that the Designated Defaults have occurred and are continuing as of the date hereof, each of which constitutes an Event of Default, and, as a result of the Designated Defaults, as well as any other Defaults or Events of Default that may exist, the Control Agent and the other Lenders are entitled to exercise any and all default-related rights and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law, including without limitation, to accelerate the Obligations (and have done so as set forth in 2.5 of the Forbearance Agreement) or to exercise rights against Collateral and that no Credit Party has any valid defense to the enforcement of such default-related rights and remedies. Each Credit Party hereby acknowledges and agrees that the first to occur of the Designated Defaults occurred no later than January 1, 2015 and have continued to date.

  • 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.

  • Trust Account Waiver Acknowledgment The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.

  • Acknowledgment and Consent to Bail-In of Affected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Acknowledgment and Ratification As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, each of the Borrower and the Guarantors (i) consents to the agreements in this Amendment, (ii) agrees and acknowledges that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of the Borrower or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in full force and effect, and all rights thereunder are hereby ratified and confirmed.

  • Trust Account Waiver Acknowledgments The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

  • Delivery of Instruments, Securities, Chattel Paper and Documents Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Time is Money Join Law Insider Premium to draft better contracts faster.