Acknowledgments by Borrowers Sample Clauses

Acknowledgments by Borrowers. Each of the Borrowers acknowledges and agrees as follows:
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Acknowledgments by Borrowers. To induce the Lenders to enter into this Agreement, each Borrower acknowledges, agrees, warrants, and represents that:
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Acknowledgments by Borrowers. The Borrowers acknowledge, confirm and agree that: (a) This Amendment is a Loan Document, and all references in any Loan Document to the Borrowers’ Obligations shall mean and include the Obligations as amended by this Amendment. (b) Except as provided herein, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect, and the Borrowers hereby (x) ratify, confirm and reaffirm all and singular of the terms and conditions of the Loan Agreement and the other Loan Documents, and (y) represent and warrant that: (i) no Default or Event of Default exists as of the date the Borrowers execute this Amendment, nor will a Default or Event of Default exist as of the Effective Date. (ii) the representations and warranties made by the Borrowers in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, and will be true and correct as of the Effective Date, except as to (1) matters which speak to a specific date, (2) changes in the ordinary course to the extent permitted and contemplated by the Loan Agreement, and (3) as reflected in the updated Exhibits annexed to this Amendment. (iii) the Borrowers have the power and authority and legal right to execute, deliver and perform this Amendment, have taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of each Borrower is duly authorized to do so. (iv) this Amendment constitutes the legal, valid and binding obligation of the Borrowers, enforceable against the Borrowers in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (v) Xxxxxxxx X, X, X, X, X, X, and K attached hereto are true, correct, and complete updates as of the Effective Date of the corresponding Exhibits to the Loan Agreement. (c) The Borrowers shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Credit Agent and the Lenders in connection with this Amendment and any prior matters involving the Loan. (d) Each Borrower acknowledges that it has no defenses, set offs or counterclaims with respect to any of its obligations to the Credit Agent or the Lenders, and hereby releases, waives, and forever rel...
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Acknowledgments by Borrowers. Borrowers acknowledge and agree as follows: (a) Acknowledgment of Default. Prior to the date hereof: (i) the Existing Event of Default existed under the Credit Agreement; (ii) timely, adequate and proper notice of the occurrence of such Existing Event of Default under the Credit Agreement has been received by Borrowers from Lenders (and Borrowers waive any requirement that any such notice be in writing); (iii) all grace periods, if any, applicable to the cure of such Existing Event of Default after receipt of such notice have expired; (iv) said Existing Event of Default was continuing without timely cure by Borrowers; and (v) Lenders had not waived in any respect any or all of such Existing Event of Default or their respective rights and remedies with respect thereto;
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Acknowledgments by Borrowers. Each Borrower acknowledges and agrees as follows:
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Acknowledgments by Borrowers. The Borrowers acknowledge and agree with the Lender as follows: (a) The amount of the Advances outstanding under the Credit Agreement as of May 15, 2001, was $44,800,000, and the amount of the Advances outstanding under the Credit Agreement as of the date of this Agreement is $44,800,000. There were no Letter of Credit Obligations outstanding under the Credit Agreement as of May 15, 2001, and there are no Letter of Credit Obligations outstanding under the Credit Agreement as of the date of this Agreement. (b) As of May 15, 2001, the $44,800,000 aggregate amount of Advances and Letter of Credit Obligations outstanding under the Credit Agreement exceeded the $43,500,000 Commitment in effect as of that date by $1,300,000, and the Borrowers failed to prepay the outstanding amount of Advances by an amount equal to such excess as required by Section 2.3(b) of the Credit Agreement. The failure of the Borrowers to make such prepayment constitutes an Event of Default under Section 8.1(a) of the Credit Agreement, and such Event of Default is continuing as of the date of this Agreement. (c) The Borrowers failed to pay monthly interest on May 31, 2001, and June 30, 2001, as required by Section 2.5(a) of the Credit Agreement. The failure of the Borrowers to make such payments of interest constitutes an Event of Default under Section 8.1(a) of the Credit Agreement, and such Event of Default is continuing as of the date of this Agreement. (d) As of May 15, 2001, the Borrowers had not received the cash proceeds of the Subordinated Loan or otherwise caused the conditions set forth in Section 6.15 of the Credit Agreement to be satisfied. The circumstances described above in this paragraph have continued from May 15, 2001, through the date of this Agreement (being a period of more than 10 days) and therefore constitute an Event of Default under Section 8.1(c) of the Credit Agreement, and such Event of Default is continuing as of the date of this Agreement. (e) The Events of Default described above in this Section are not necessarily all of the Events of Default that have occurred and are continuing under the Documents as of the date of this Agreement. (f) By virtue of the Events of Default described above in this Section, the Lender is entitled to exercise the remedies provided for in the Documents, including the right to declare the Obligations to be forthwith due and payable, the right to increase the rate of interest applicable to the Loan to the Default Rate, and the rig...
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Acknowledgments by Borrowers. (a) Each of the Borrowers hereby acknowledges and agrees that (i) as of the close of business on October 30, 2003, the outstanding aggregate respective principal balances of (A) the Revolving Loans totaled $26,042,020.37, (B) the aggregate unpaid principal balance of the Term Loans totaled $1,351,000.00, and (C) outstanding Letters of Credit totaled $1,092,241.70, in each case exclusive of accrued interest, costs and attorney’s fees chargeable to Borrowers under the Loan Documents; (ii) the Existing Defaults have occurred, as set forth in the Recitals, (iii) the Existing Defaults are continuing and have not been cured by Borrowers or waived, released, extinguished or compromised by Agents or Lenders; and (iv) as a result of the Existing Defaults, all of the Obligations under the Loan Documents, at the election of the Required Lenders, could be declared absolutely and immediately due and owing by Borrowers, and Collateral Agent, on behalf of the Lenders, would have full legal right to exercise any and all rights and remedies under the Loan Documents or otherwise available at law and in equity with respect thereto. (b) Each of the Borrowers acknowledges and agrees that, notwithstanding the agreement of Agents and Lenders herein to (i) make additional Revolving Loans and issue additional guaranties of Letters of Credit under the Revolving Credit Facility (collectively “Revolving Credit Loans”), or (ii) to forbear from exercising their rights and remedies under the Loan Documents and applicable law, in no event shall any of such actions by Agents or Lenders be deemed a waiver, release, extinguishment, compromise or cure of the Existing Defaults or of any other current or future Default or Event of Default.
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Related to Acknowledgments by Borrowers

  • Payments by Borrower; Presumptions by Agent Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Payments by Borrower; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Waivers by Borrowers Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Credit Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 12 and such waivers, Agent and Lenders would decline to enter into this Agreement.

  • Payments by Borrower Except to the extent otherwise provided herein, all payments of principal, interest, Fees and other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10), to the Administrative Agent at the Principal Office, not later than 1:00 p.m. Central time on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject to Section 11.5, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of the Issuing Bank under this Agreement shall be paid to the Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Issuing Bank to the Administrative Agent from time to time, for the account of the Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or the Issuing Bank, as the case may be, within one (1) Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any, applicable to such payment for the period of such extension.

  • Payments by Borrowers (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

  • Waivers by Borrower BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (B) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON-PAYMENT, INTENT TO ACCELERATE, ACCELERATION, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS REGARD; (C) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING LENDER TO EXERCISE ANY OF LENDER'S REMEDIES;

  • Payments by Borrowers; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Presumptions Regarding Payments by Borrower Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent on demand that amount so distributed to such Lender or the Issuing Bank, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

  • Assignments by Lenders Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:

  • Release by Borrower a. FOR GOOD AND VALUABLE CONSIDERATION, Borrower hereby forever relieves, releases, and discharges Collateral Agent and each Lender and their respective present or former employees, officers, directors, agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time through and including the date of execution of this Amendment solely to the extent such claims arise out of or are in any manner whatsoever connected with or related to the Loan Documents, the Recitals hereto, any instruments, agreements or documents executed in connection with any of the foregoing or the origination, negotiation, administration, servicing and/or enforcement of any of the foregoing (collectively “Released Claims”). b. In furtherance of this release, Borrower expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” (Emphasis added.) c. By entering into this release, Borrower recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected in respect of the Released Claims; accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights. d. This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Collateral Agent and the Lenders to enter into this Amendment, and that Collateral Agent and the Lenders would not have done so but for Collateral Agent’s and the Lenders’ expectation that such release is valid and enforceable in all events. e. Borrower hereby represents and warrants to Collateral Agent and the Lenders, and Collateral Agent and the Lenders are relying thereon, as follows: i. Except as expressly stated in this Amendment, neither Collateral Agent, the Lenders nor any agent, employee or representative of any of them has made any statement or representation to Borrower regarding any fact relied upon by Borrower in entering into this Amendment. ii. Borrower has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto, as it deems necessary. iii. The terms of this Amendment are contractual and not a mere recital. iv. This Amendment has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and this Amendment is signed freely, and without duress, by Borrower. v. Borrower represents and warrants that it is the sole and lawful owner of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released. Borrower shall indemnify Collateral Agent and the Lenders, defend and hold each harmless from and against all claims based upon or arising in connection with prior assignments or purported assignments or transfers of any claims or matters released herein.

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