No Defenses; Reliance Sample Clauses

No Defenses; Reliance. Loan Parties hereby confirm and reconfirm that there are no existing defenses, claims, counterclaims or rights of recoupment or set-off against Administrative Agent in connection with the negotiation, preparation, execution, performance or any other matters relating to the Loan Documents or this Agreement. It is hereby and thereby further acknowledged and agreed that notwithstanding anything to the contrary set forth in this Agreement, Administrative Agent has and shall have no obligation to further amend the Loan Documents, or otherwise further restructure the Obligations, and that neither Administrative Agent nor its representatives have made any agreements with, or commitments or representations or warranties to, Loan Parties (either in writing or orally) other than as expressly stated in this Agreement. Nothing contained in this Agreement, or any compliance with the terms of this Agreement or any of the instruments, agreements or documents referred to in this Agreement, shall impose any obligation on the part of Administrative Agent to consummate a further restructure of the Obligations.
AutoNDA by SimpleDocs
No Defenses; Reliance. Debtor hereby stipulates and agrees that the amount of the Debtor’s Indebtedness immediately prior to the satisfaction provided for hereunder is as set forth in Exhibit A. Debtor confirms and acknowledges that through the date of this Agreement there are no existing defenses, claims, counterclaims or rights of recoupment or set-off against Lender in connection with the negotiation, preparation, execution, performance or any other matters relating to the Loan Documents or this Agreement.
No Defenses; Reliance. (a) The Loan Parties hereby acknowledge and confirm that there are no existing defenses, claims, subordinations (whether equitable or otherwise), counterclaims or rights of recoupment or set-off against the Administrative Agent, the Lenders or any other Secured Parties in connection with the Obligations or in connection with the negotiation, preparation, execution, performance or any other matters relating to the Credit Agreement, the other Loan Documents or this Agreement, in each case, other than those hereby waived and released in accordance with the terms of this Agreement.
No Defenses; Reliance. (a) The Issuer hereby acknowledges and confirms that there are no existing defenses, claims, subordinations (whether equitable or otherwise), counterclaims or rights of recoupment or set-off against the Trustee or the Holder in connection with the Obligations under clause (b) of the definition thereof or in connection with the negotiation, preparation, execution, performance or any other matters relating to the Indenture or this Agreement, in each case, other than those hereby waived and released in accordance with the terms of this Agreement.
No Defenses; Reliance. Borrower hereby confirm and reconfirm that there are no existing defenses, claims, counterclaims or rights of recoupment or set-off against Bank in connection with the negotiation, preparation, execution, performance or any other matters relating to the Financing Agreements or this Agreement. It is hereby and thereby further acknowledged and agreed that notwithstanding anything to the contrary set forth in this Agreement, Bank has and shall have no obligation to (i) further amend the Financing Agreements, or otherwise further restructure the Obligations, (ii) make any further loans, advances or extension of credit to or for the benefit of Borrower, (iii) extend the Forbearance Period or the Forbearance Termination Date, (iv) refrain from terminating the Forbearance Period upon the occurrence of any Terminating Event or (v) enter into any other instruments, agreements or documents regarding any of the same with any Borrower, and that neither Bank nor its representatives have made any agreements with, or commitments or representations or warranties to, any Borrower (either in writing or orally) other than as expressly stated in this Agreement. Nothing contained in this Agreement, or any compliance with the terms of this Agreement or any of the instruments, agreements or documents referred to in this Agreement, shall impose any obligation on the part of Bank to consummate a further restructure of the Obligations.
No Defenses; Reliance. (a) Each of the Borrowers and the Guarantor hereby acknowledges and confirms that there are no existing defenses, claims, counterclaims or rights of recoupment or set-off against the Agent or any Lender in connection with the Obligations owed to the Agent or the Lenders under the Credit Agreement or any Loan Document or in connection with the negotiation, preparation, execution, performance or any other matters relating to the Credit Agreement, the Loan Documents or this Agreement.

Related to No Defenses; Reliance

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Representations Relating to Documents and Legal Compliance Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower's books and records are and shall be genuine and in all respects what they purport to be, and all signatories and endorsers have the capacity to contract. All sales and other transactions underlying or giving rise to each Receivable shall fully comply with all applicable laws and governmental rules and regulations. All signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

  • Representations and Warranties; Compliance with Conditions The representations and warranties of Borrower contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and no Default or an Event of Default shall have occurred and be continuing; and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

  • Compliance with Representations and Warranties During the period from the date of this Agreement to the Closing Date, the Offerors shall use their best efforts and take all action necessary or appropriate to cause their representations and warranties contained in Section 5 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.

  • Reliance on Provisions Each person who shall act as an indemnified representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section 13.

  • Compliance with Legal Opinions The Servicer shall take all other actions necessary to maintain the accuracy of the factual assumptions set forth in the legal opinions of Xxxxxx & Xxxxxxx LLP, as special counsel to the Servicer, issued in connection with the Transaction Documents and relating to the issues of substantive consolidation and true sale of the Loan Assets.

  • Compliance with Agreements and Conditions Buyer shall have performed and complied with all material agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date.

  • Compliance with Warranties, No Default, etc Both before and after giving effect to any borrowing and the issuance of any Letter of Credit, the following statements shall be true and correct:

Time is Money Join Law Insider Premium to draft better contracts faster.