Common use of No Offsets or Defenses Clause in Contracts

No Offsets or Defenses. As a material inducement to Lenders and Agents to enter into this Agreement, each of the Borrowers and Subsidiary Guarantors hereby acknowledges and agrees that the Indebtedness and all Loan Documents are valid and binding liabilities and obligations of each Borrower and Subsidiary Guarantors. Each of the Credit Parties hereby jointly and severally ratifies and confirms each of their respective obligations and indebtedness under the Credit Agreement and represents and warrants to the Lenders and the Agents that none of them has or claims any defenses, offsets or counterclaims to any of their respective obligations and indebtedness under the Credit Agreement or any of the other Loan Documents, in each case as amended by this Amendment.

No Offsets or Defenses. As a material inducement to Lenders and Agents to enter into for the execution of this AgreementAmendment, each of the Borrowers and Subsidiary Guarantors Credit Parties hereby acknowledges and agrees that the Indebtedness and all Loan Credit Documents (as modified by the Forbearance Agreement and this Amendment) are valid and binding liabilities and obligations of each Borrower and Subsidiary Guarantorsof the Credit Parties. Each of the Credit Parties hereby jointly and severally ratifies and confirms each of their respective obligations and indebtedness Indebtedness under the Credit Agreement and the other Credit Documents (as modified by the Forbearance Agreement and this Amendment) and represents and warrants to the Lenders Banks and the Agents that none of them has or claims any defenses, offsets or counterclaims to any of their respective obligations and indebtedness Indebtedness under the Credit Agreement or any of the other Loan Documents, in each case Credit Documents (as amended modified by the Forbearance Agreement and this Amendment).

No Offsets or Defenses. As a material inducement to Lenders and Agents to enter into for the execution of this Agreement, each of the Borrowers and Subsidiary Guarantors Credit Parties hereby acknowledges and agrees that the Indebtedness indebtedness evidenced by the Subordinated Notes and all Loan Subordinated Note Documents are valid and binding liabilities and obligations of each Borrower and Subsidiary Guarantorsof the Credit Parties party thereto. Each of the Credit Parties hereby jointly and severally ratifies and confirms each of their respective obligations and indebtedness under the Credit Agreement Subordinated Notes and the other Subordinated Note Documents and represents and warrants to the Lenders and the Agents Purchasers that none of them has or claims any defenses, offsets or counterclaims counterclaim to any of their respective obligations and indebtedness under the Credit Agreement Subordinated Notes or any of the other Loan Subordinated Note Documents, in each case as amended by this Amendment.

No Offsets or Defenses. As a material inducement to Lenders Lender and Agents ---------------------- to enter into this Agreement, each of the Borrowers and Subsidiary Guarantors hereby acknowledges and agrees that the Indebtedness and all Loan Documents are valid and binding liabilities and obligations of each Borrower and Subsidiary Guarantors. Each of the Credit Parties hereby jointly and severally ratifies and confirms each of their respective obligations and indebtedness under the Credit Agreement and represents and warrants to the Lenders Lender and the Agents that none of them has or claims any defenses, offsets or counterclaims to any of their respective obligations and indebtedness under the Credit Agreement or any of the other Loan Documents, in each case as amended by this Amendment.