Common use of Affirmation of Obligations Clause in Contracts

Affirmation of Obligations. Each of the Credit Parties hereby acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Further, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this Amendment, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and (iii) represents and warrants to the Agent and the Purchasers that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Each of the Credit Parties further waives any defense to its guaranty liability occasioned by this Amendment. This acknowledgement and confirmation by each of the Credit Parties is made and delivered to induce the Agent and the Purchasers to enter into this Amendment, and each Credit Party acknowledges that the Agent and the Purchasers would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

Appears in 4 contracts

Samples: Note Purchase Agreement (Assertio Therapeutics, Inc), Note Purchase Agreement (Assertio Therapeutics, Inc), Note Purchase Agreement (Depomed Inc)

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Affirmation of Obligations. Each of the Credit Parties hereby acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Further, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this Amendment, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and (iii) represents and warrants to the Agent and the Required Purchasers that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. Each of the Credit Parties further waives any defense to its guaranty liability occasioned by this Amendment. This acknowledgement and confirmation by each of the Credit Parties is made and delivered to induce the Agent and the Required Purchasers to enter into this Amendment, and each Credit Party acknowledges that the Agent and the Required Purchasers would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Depomed Inc)

Affirmation of Obligations. Each of the Credit Parties hereby acknowledges and consents to all of the terms and conditions of this Amendment Consent and agrees that this Amendment Consent and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Further, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this AmendmentConsent, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and (iii) represents and warrants to the Agent and the Purchasers that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this AmendmentConsent. Each of the Credit Parties further waives any defense to its guaranty liability occasioned by this AmendmentConsent. This acknowledgement and confirmation by each of the Credit Parties is made and delivered to induce the Agent and the Purchasers to enter into this AmendmentConsent, and each Credit Party acknowledges that the Agent and the Purchasers would not enter into this Amendment Consent in the absence of the acknowledgement and confirmation contained herein.

Appears in 1 contract

Samples: Note Purchase Agreement (Assertio Therapeutics, Inc)

Affirmation of Obligations. Each of the Credit Parties hereby acknowledges and consents to all of the terms and conditions of this Amendment and agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (Except as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Furtheramended hereby, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Loan Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this Amendment, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be dischargedterms. Each of the Credit Parties, diminishedthe Administrative Agent, limited or otherwise affected in any respect, and (iii) represents and warrants to the Collateral Agent and the Purchasers Lenders acknowledges and agrees that this Amendment is not intended to constitute, nor does it has no knowledge constitute, a novation, interruption, suspension of any claimscontinuity, counterclaimssatisfaction, offsetsdischarge or termination of the obligations, loans, liabilities, or defenses to or with respect to its obligations indebtedness under the Credit Agreement and the other Loan Documents (including the Obligations). Each Credit Party hereby ratifies and confirms its liabilities, obligations and agreements under the Loan Documents, or if all as amended by this Amendment, and acknowledges that (i) as of the date hereof, such Credit Party has no defenses, claims or setoffs to the enforcement by the Administrative Agent, the Collateral Agent or any Lender of such liabilities, obligations and agreements, or if it has any such claimsdefense, counterclaims, offsets, claim or defenses to the Credit Documents or any transaction related to the Credit Documentssetoff, the same are is hereby waived, relinquished, and released in consideration of the execution of this Amendment, and (ii) except as amended hereby, none of the Administrative Agent, the Collateral Agent and the Lenders waives, diminishes or limits any term, condition or covenant contained in the Loan Documents. Each of the Credit Parties Party further waives any defense defenses to its guaranty liability occasioned by this AmendmentAmendment and the Loan Documents. This acknowledgement and confirmation by each of the Credit Parties Party is made and delivered to induce the Administrative Agent, the Collateral Agent and the Purchasers each Lender to enter into this Amendment, and each Credit Party acknowledges that none of the Administrative Agent, the Collateral Agent and the Purchasers Lenders would not enter into this Amendment in the absence of the acknowledgement acknowledgements and confirmation confirmations contained herein.

Appears in 1 contract

Samples: Credit Agreement (Enhabit, Inc.)

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Affirmation of Obligations. Each of the Credit Parties Parties, including the Successor Borrower, hereby acknowledges and consents to all of the terms and conditions of this Amendment Agreement and agrees that this Amendment Agreement and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Further, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this AmendmentAgreement, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and (iii) represents and warrants to the Agent and the Purchasers that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this AmendmentAgreement. Each of the Credit Parties further waives any defense to its guaranty liability occasioned by this AmendmentAgreement. This acknowledgement and confirmation by each of the Credit Parties is made and delivered to induce the Agent and the Purchasers to enter into this AmendmentAgreement, and each Credit Party acknowledges that the Agent and the Purchasers would not enter into this Amendment Agreement in the absence of the acknowledgement and confirmation contained herein.

Appears in 1 contract

Samples: Consent to Note Purchase Agreement and Assumption Agreement (Assertio Therapeutics, Inc)

Affirmation of Obligations. Each of the Credit Parties hereby acknowledges and consents to all of the terms and conditions of this Amendment Agreement and agrees that this Amendment Agreement and all documents executed in connection herewith do not operate to reduce or discharge such Credit Party’s obligations (as applicable) under the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party. Further, each of the Credit Parties hereby (i) ratifies and confirms its pledge of and grant of a security interest in and Lien on all of its collateral to the Agent made pursuant to the Security Agreement and the other Credit Documents to which it is a party, which security interest and Lien shall continue in full force and effect without interruption, and shall constitute the single grant of a security interest and Lien, (ii) confirms and agrees that, after giving effect to this AmendmentAgreement, the Purchase Agreement, the Guaranty, the Security Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such Credit Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and (iii) represents and warrants to the Agent and the Purchasers that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Credit Documents, or if such Credit Party has any such claims, counterclaims, offsets, or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this AmendmentAgreement. Each of the Credit Parties further waives any defense to its guaranty liability occasioned by this AmendmentAgreement. This acknowledgement and confirmation by each of the Credit Parties is made and delivered to induce the Agent and the Purchasers to enter into this AmendmentAgreement, and each Credit Party acknowledges that the Agent and the Purchasers would not enter into this Amendment Agreement in the absence of the acknowledgement and confirmation contained herein.

Appears in 1 contract

Samples: Note Purchase Agreement (Depomed Inc)

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