Common use of Confirmation of Recitals, Etc Clause in Contracts

Confirmation of Recitals, Etc. Accentia hereby acknowledges, agrees, represents and warrants to McKesson that each of the Recitals set forth at the outset of this Agreement is true and correct, and that each of the Assumption Agreement, the Assumption Documents (including the Biologics Distribution Agreement) and all agreements and documents referred to in the Assumption Agreement, the earlier Forbearance Agreement and/or in the Credit Agreement that remained in place after the Assumption Agreement was signed (collectively with the Assumption Documents as amended by this Amendment, now comprising the “Documents”), remain in full force and effect in accordance with their express written terms, except as any of the same are or were explicitly modified or terminated by an agreement in writing signed by McKesson. Furthermore, Accentia has no known or unknown defenses, counterclaims, rights of offset or set off, recoupment, or any other causes of action against McKesson or any Person that would prevent or interfere with the full collection and enforcement by McKesson of all such Documents. Accentia further acknowledges and agrees that there are no oral understandings between Accentia and McKesson and that any purported agreement with McKesson must be in writing and signed by McKesson in order to be enforceable against McKesson.