Borrower’s Acknowledgments. The Borrower acknowledges and agrees that the Borrower has no claims, counterclaims, offsets, or defenses to the Loan Documents and the performance of the Borrower’s obligations thereunder or if the Borrower did have any such claims, counterclaims, offsets or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished and released in consideration of execution and delivery of this First Amendment.
Borrower’s Acknowledgments. Borrower, to the best of its knowledge, represents, warrants, acknowledges and agrees that as of the date of this Agreement: (a) no breach, default or event which with the passage of time, the giving of notice or both would become a default exists under any of the Original Loan Documents; (b) all of the provisions of the Original Loan Documents, including without limitation all representations and warranties of Borrower set forth therein, are unchanged, except as expressly amended hereby or by any of the other Loan Document Amendments, as applicable, are in full force and effect and are hereby ratified and confirmed as true and complete in all material respects without exception as of today’s date; (c) after giving effect to the written consent of the Working Capital Lenders required under the SVB Loan Agreement, this Agreement and the other Loan Document Amendments and the Original Loan Documents will not and do not contravene or constitute an event which itself constitutes, or which with the passing of time or giving of notice or both would constitute, a default under any security instrument, loan agreement, indenture or other agreement to which Borrower is a party or by which Borrower or any of Borrower’s property is bound.
Borrower’s Acknowledgments. Each Borrower hereby acknowledges and agrees as follows: (a) it is obligated to Lenders pursuant to the Loan Documents; (b) the Loan Documents are legal, valid and binding obligations of Borrower enforceable in accordance with their terms; and (c) it has no defense, offset, claim or counterclaim with respect to any of the Loan Documents or its obligations thereunder.
Borrower’s Acknowledgments. The Borrower acknowledges and agrees that the creditworthiness and experience of the Borrower and (where applicable) the Borrower's equity holder(s) in owning, developing and operating the Facility were primary factors in the Lender's determination to make the Loan and extend credit to the Borrower at the interest rate and on the other terms and conditions contained in the Note and the other Loan Documents. The Borrower agrees that the due-on-sale provisions contained in this Agreement are fair and reasonable protections to safeguard the Lender's investment, to preserve the benefit of the Lender's economic bargain and to guard against the impairment of the Lender's security and the risk of default.
Borrower’s Acknowledgments. 11.01 Borrower acknowledges that Lender has not, by the terms hereof, acted to intrude into any of its management decisions, or prerogatives, nor has it entered into control or management of Borrower’s affairs. Any reference herein to limitation on action(s) or conduct on the part of the Borrower represents only undertakings, or forbearance(s) necessary to preserve the management, cash flow, and asset and financial status quo promised by the Borrower upon which the loan(s) were originally contemplated, and which the Lender relied as a condition-precedent thereto, and which are necessary to the protection of Lender, in its sole status as secured lender, and not otherwise.
11.02 The Borrower acknowledges and represents that it is a sophisticated borrower and has experience in financial matters generally and in Borrower obligations, specifically. Borrower acknowledges that it has been represented by counsel, and that a draft of this Agreement has been available for review and negotiation. Therefore, Borrower hereby agrees that all Lender’s rights were the result of negotiations between the Lender and the Borrower and were induced in a material respect by the benefits granted to the Borrower hereunder.
Borrower’s Acknowledgments. Borrowers hereby acknowledge to and agree with Mezzanine Lender that (i) the scope of Mezzanine Lender's business is wide and includes, but is not limited to, financing, real estate financing, investment in real estate and other real estate transactions which may be viewed as adverse to or competitive with the business of Borrowers or their Affiliates and (ii) Borrowers have been represented by competent legal counsel and have consulted with such counsel prior to executing this Mezzanine Loan Agreement and any of the other Mezzanine Loan Documents.
Borrower’s Acknowledgments. Borrower acknowledges that Borrower: (a) has had ample opportunity to consult with counsel and such other parties as deemed advisable prior to signing and delivering this Loan Agreement and the other Loan Documents; (b) understands the provisions of this Loan Agreement and the other Loan Documents, including all waivers contained therein; and (c) signs and delivers this Loan Agreement and the other Loan Documents freely and voluntarily, without duress or coercion.
Borrower’s Acknowledgments. Each Borrower hereby acknowledges to and agrees with Lender that (i) the scope of Lender's business is wide and includes, but is not limited to, financing real estate financing, investment in real estate and other real estate transactions which may be viewed as adverse to or competitive with the business of such Borrower or its Affiliates and (ii) such Borrower has been represented by competent legal counsel and has consulted with such counsel prior to executing this Loan Agreement and any of the other Loan Documents.
Borrower’s Acknowledgments. Borrower hereby acknowledges and agrees as follows: (a) it is obligated to Xxxxx Fargo pursuant to the Loan Documents, (b) the Loan Documents are legal, valid and binding obligations of Borrower enforceable in accordance with their terms; (c) it has no defense, offset, claim or counterclaim with respect to any of the Loan Documents or its obligations thereunder; and (d) as a result of the Breach, an Event of Default exists.
Borrower’s Acknowledgments. Borrowers hereby acknowledge and agree that:
11.1 No Breach By Bank. Bank (including all its predecessors) has not breached any duty to any Borrower in connection with the Loan, and Bank (including all its predecessors) has fully performed all obligations it may have had or now has to Borrowers.
