ACKNOWLEDGMENTS OF THE BORROWER Sample Clauses

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges and agrees as follows:

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Loan Agreement, the Notes and the other Loan Documents are the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, (b) the Borrower’s obligations under the Loan Agreements, the Notes and the other Loan Documents, including but not limited to the Borrower’s obligation to pay and perform the Obligations, are subject to no defense, offset or counterclaim of any kind, and (c) the Specified Events of Default have occurred and continue to exist, and the Agent and the Lenders are accordingly entitled to, among other things, exercise their rights and remedies available under the Loan Documents. The Borrower acknowledges that, by entering into this Agreement, the Agent and the Lenders have agreed to forbear from exercising certain rights and remedies on account of the Specified Events of Default, but that nothing in this Agreement shall constitute a waiver of any such Specified Event of Default (other than the Reporting Event of Default on the terms and conditions set forth herein) or of any other breach, default or Event of Default.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges and agrees: (a) that the Listco Securities (including the Pledged Securities) are fungible; (b) that none of the Lender, its directors, officers, employees, agents, representatives or any other Person purporting to represent the Lender, approached the Borrower, initiated discussions with the Borrower or in any way solicited the Borrower with regard to the Loan or any of the other transactions contemplated hereby; rather, the Borrower and/or its authorized representatives, acting on its or their own accord, solicited the Lender with regard to the Loan and the other transactions contemplated hereby; (c) and consents to the collection, retention and disclosure by the Lender or its agents of Personal Information to any applicable Governmental Authority; (d) that it has been advised to consult its own legal and tax advisors with respect to the Loan and the transactions contemplated hereby. The Borrower further acknowledges and agrees that it is responsible for obtaining such independent legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including for the purposes of giving the representations, warranties, covenants and acknowledgments contained herein. Further, the Borrower is aware that there may be securities and tax laws applicable to the transactions contemplated hereby, it has been given the opportunity to seek advice in respect of such laws and is not relying upon any information from the Lender, its agents, or, where applicable, their respective officers, directors, employees or representatives; (e) that certain persons (collectively, the “Agents”) are acting as agents of the Borrower and the Lender, as the case may be, in connection with the Loan, but such Persons have no

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower, by executing the acknowledgment and agreement below, hereby acknowledges and agrees to be bound by this Agreement and to comply with the terms thereof insofar as such terms are applicable to it. The Borrower, by executing the acknowledgment and agreement below, further agrees to notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 8(b) of this Agreement.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrowers, jointly and severally, represent, warrant, acknowledge and agree with Secured Party that: (a) As of the close of business on December 2, 2014, the aggregate principal balance of the Obligations was in the sum of $2,710,944.93 consisting of (i) Revolving Loans (including protective advances): $1,724,468.62 principal amount, plus $10,571.86 in accrued interest; (ii) Term Loan: $820,000.00 principal amount, plus $5,284.45 in accrued interest; (iii) plus $87,620.00 in professional fees and disbursements of Secured Party’s attorneys and financial advisors; and (iv) a Termination Fee of $72,000, which fee is subject to waiver in accordance with Section 2(b) above.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges that its officers and directors are sophisticated in financing transactions, and that its representatives fully understand, appreciate, and agree to the meaning and implication of this Agreement.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Loan Agreement, the Notes and the other Loan Documents are each the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms; (b) the Borrower’s obligation to repay the Liabilities is subject to no defense, offset or counterclaim of any kind; and (c) the Specified Matured Defaults have occurred and continue to exist, and the Agent and the Lenders are, accordingly, entitled to, among other things, declare the Liabilities to be due and payable and to exercise other rights and remedies available under the Loan Agreement and the other Loan Documents. The Borrower acknowledges that, by entering into this Agreement, the Agent and the Lenders have agreed to forbear from exercising certain rights and remedies on account of the Specified Matured Defaults, but that nothing in this Agreement shall constitute a waiver of any such Specified Matured Default or of any other Default or Matured Default.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges that: (a) The Recitals set forth above are true and complete in all material respects and are incorporated herein by reference. (b) All sums due under the Acquisition Debentures and the Credit Agreement, including the Outstanding Amounts, are now due and payable in full and, but for the terms and conditions of this Agreement, the Lender has the right to exercise any and all rights and remedies now available to it with respect thereto against the Borrower. (c) The Borrower hereby acknowledges that it has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the Lender Group, directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of, the Outstanding Amounts or any of the terms or conditions of the Credit Agreement or the Debentures; TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, ACTIONS OR CAUSES OF ACTION EXIST, SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ACTIONS AND CAUSES OF ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED. (d) The Borrower hereby acknowledges that it has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze and discuss all terms and conditions of this Agreement and all factual and legal matters relevant hereto with its counsel. The Borrower further acknowledges that it has actively and with full understanding participated in the negotiation of this Agreement and that this Agreement has been negotiated, prepared and executed without fraud, duress, undue influence or coercion of any kind or nature whatsoever having been exerted by or imposed upon any party to this Agreement. (e) There is (i) no statute, rule, regulation, order or judgment, and (ii) no provision of any organizational document, and (iii) no provision of any mortgage, indenture, contract or other agreement binding on the Borrower or any of its Settlement Assets which, in each case, would prohibit or cause a default under or in a...

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower acknowledges and agrees that (a) the Loan Agreement, the Note and the other Loan Documents are the valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, (b) the Borrower's obligations under the Loan Agreement, the Note and the other Loan Documents, are subject to no defense, offset or counterclaim of any kind, and (c) the Forbearance Specified Event of Default have occurred and continue to exist, and the Bank is accordingly entitled to, among other things, exercise their rights and remedies available under the Loan Documents. The Borrower acknowledges that, by entering into this Agreement, the Bank has agreed to forbear from exercising certain rights and remedies on account of the Forbearance Specified Events of Default, but that nothing in this Agreement shall constitute a waiver of any such Forbearance Specified Event of Default.

ACKNOWLEDGMENTS OF THE BORROWER. The Borrower hereby acknowledges that: a. The Recitals set forth above are true and complete in all respects and are incorporated by reference herein. b. As of the date hereof, by virtue of the Acknowledged Default and Additional Known Default, the Borrower is currently in default of its Obligations under one or more of the Transaction Documents. c. As of June 20, 2006, the Borrower owed the Bank, (i) pursuant to the terms of the Equipment Notes, $11,404,802.95, consisting of $11,369,309.61 in principal, $35,493.34 in accrued but unpaid interest, plus fees, costs and other expenses, (ii) pursuant to the terms of the Revolving Credit Note, $1,327,767.97, consisting of $1,320,992.12 in principal, $6,775.85 in accrued but unpaid interest, plus fees, costs and other expenses and (iii) pursuant to the terms of the Term Note, $501,931.76, consisting of $500,249.89 in principal, $1,681.87 in accrued but unpaid interest, plus fees, costs and other expenses. d. The Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against the Bank or any past, present or future agent, attorney, legal representative, predecessor-in-interest, affiliate, successor, assign, employee, director or officer of the Bank (collectively, the “Bank Group”), directly or indirectly, arising out of, based upon, or in any manner connected with, any transaction, event, circumstance, action, failure to act, or occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted, or began prior to the execution of this Agreement and accrued, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of the Obligations or any of the terms or conditions of the Transaction Documents, or which directly or indirectly relate to or arise out of or in any manner are connected with the Obligations or any of the Transaction Documents; TO THE EXTENT ANY SUCH DEFENSES, AFFIRMATIVE OR OTHERWISE, RIGHTS OF SETOFF, RIGHTS OF RECOUPMENT, CLAIMS, COUNTERCLAIMS, ACTIONS OR CAUSES OF ACTION EXIST, SUCH DEFENSES, RIGHTS, CLAIMS, COUNTERCLAIMS, ACTIONS AND CAUSES OF ACTION ARE HEREBY FOREVER WAIVED, DISCHARGED AND RELEASED. e. The Borrower has freely and voluntarily entered into this Agreement after an adequate opportunity and sufficient period of time to review, analyze and discuss all terms and conditions of this Agreement and all factu...