No Claims, Defenses or Off-sets Sample Clauses

No Claims, Defenses or Off-sets. As of the date hereof, the Borrower has no claims, defenses or off-sets against the Lender or against the Borrower’s obligations under the Loan Documents, whether in connection with the negotiations for or closing of the Credit Facility, or otherwise, and if any such claims, defenses or off-sets exist, they are hereby irrevocably waived and released.
Sample 1
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No Claims, Defenses or Off-sets. As of the date hereof, the Borrower has no claims, defenses or off-sets against the Lender or against the Borrower’s obligations under the Loan Documents, whether in connection with the negotiations for or closing of the Loan, or otherwise, and if any such claims, defenses or off-sets exist, they are hereby irrevocably waived and released. All capitalized terms used herein have the meanings given to them in the Loan Agreement, unless otherwise herein defined. DATED: , 20 . USRP (HAWAII), LLC By Its Manager USRP (XXX), LLC By Its Manager FUEL SUPPLY, INC. By Its EXHIBIT “2” [Counsel’s Letterhead] , 20 First Hawaiian Bank Commercial Real Estate Division 000 Xxxxxx Xxxxxx, 11th Floor Honolulu, Hawaii 96813 Re: USRP (HAWAII), LLC, USRP (XXX), LLC and FUEL SUPPLY, INC. Gentlemen/Ladies: We are counsel for USRP (HAWAII), LLC, a Texas limited liability company, USRP (XXX), LLC, a Texas limited liability company, and FUEL SUPPLY, INC., a Texas corporation (individually and collectively, the “Borrower”), and for U.S. RESTAURANT PROPERTIES, INC., a Maryland corporation, and U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership (individually and collectively, the “Guarantor”), and for USRP (XXXX), LLC, a Texas limited liability company, USRP (XXXXX), LLC, a Texas limited liability company, USRP (XXXXXXXX), LLC, a Texas limited liability company, and USRP (XXXXX), LLC, a Texas limited liability company (individually and collectively, the “Negative Pledgors”), in connection with the Borrower’s request for a term loan from First Hawaiian Bank (the “Lender”). Pursuant to Section 4.5 of the Loan Agreement dated , executed by and between the Borrower and the Lender, we provide you with our opinion as follows:
Sample 1
No Claims, Defenses or Off-sets. As of the date hereof, the Borrower has no claims, defenses or off-sets against the Lender or against the Borrower’s obligations under the Loan Documents, whether in connection with the negotiations for or closing of the Commitment, or otherwise, and if any such claims, defenses or off-sets exist, they are hereby irrevocably waived and released. All capitalized terms used herein have the meanings given to them in the Credit Agreement, unless otherwise herein defined. DATED: , 20 . MAUI LAND & PINEAPPLE COMPANY, INC. By Its EXHIBIT “2” [Counsel’s Letterhead] , 20 First Hawaiian Bank 000 Xxxxxx Xxxxxx, 11th Floor Honolulu, Hawaii 96813 Attention: Commercial Real Estate Division Re: Maui Land & Pineapple Company, Inc. Gentlemen/Ladies: We are counsel for Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Borrower”), in connection with its request for a $3,500,000.00 revolving line of credit from First Hawaiian Bank (the “Lender”). Pursuant to Section 4.5 of the Loan Agreement dated , executed by and between the Borrower and the Lender, we provide you with our opinion as follows:
Sample 1

Related to No Claims, Defenses or Off-sets

  • No Claims SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

  • No Setoffs or Counterclaims Make payments hereunder and under the other Loan Documents by or on behalf of Borrower without setoff or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

  • No Legal Actions No court or governmental authority of competent jurisdiction shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person shall have instituted an action or proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages with respect thereto.

  • Offsets, Counterclaims and Defenses Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

  • No Third Party Liability This Agreement may only be enforced against the named parties hereto. All claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as parties hereto; and no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of any party hereto (including any Person negotiating or executing this Agreement on behalf of a party hereto), unless party to this Agreement, shall have any liability or obligation with respect to this Agreement or with respect any claim or cause of action (whether in contract or tort) that may arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including a representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement).

  • No Claims Filed As a condition of the Company entering into this Agreement, you represent that you have not filed, and do not intend to file, any lawsuit against the Company, or any of the other Released Parties. This Agreement shall not be construed to prohibit you from filing a charge or complaint with the National Labor Relations Board, the Equal Employment Opportunity Commission, or participating in any investigation or proceedings conducted by either entity.

  • No Actions, Claims, Etc As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Claims and Legal Actions Except for any FCC rulemaking proceedings generally affecting the broadcasting industry, and except as set forth on Schedule 3.4, to the best of Seller's knowledge, there is no claim, legal action, counterclaim, nor any order, decree or judgment, in progress or pending, or to the knowledge of Seller threatened, against or relating to Seller with respect to its ownership or operation of the Station or otherwise relating to the Assets or the business or operations of the Station, nor does Seller know or have reason to be aware of any basis for the same. In particular, but without limiting the generality of the foregoing, and except as forth on Schedule 3.14, to the best of Seller's knowledge, there are no applications, complaints or proceedings pending or, to the best of its knowledge, threatened (i) before the FCC relating to the business or operations of the Station other than rule making proceedings which affect the radio industry generally, (ii) before any federal or state agency relating to the business or operations of the Station involving charges of illegal discrimination under any federal or state employment laws or regulations, or (iii) before any federal, state, or local agency relating to the business or operations of the Station involving zoning issues under any federal, state, or local zoning law, rule, or regulation.

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