No Other Agreement, Defense Sample Clauses

No Other Agreement, Defense. Guarantor warrants to Administrative Agent that: (i) no other agreement, representation or special condition exists between Guarantor and any Lender and/or Administrative Agent regarding the liability of Guarantor hereunder, nor does any understanding exist between Guarantor and any Lender, and/or Administrative Agent that the obligations of Guarantor hereunder are or will be other than as set forth herein; and (ii) as of the date hereof, Guarantor has no defense whatsoever to any action or proceeding that may be brought to enforce this Guaranty.
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No Other Agreement, Defense. Indemnitor warrants to Administrative Agent for the benefit of Administrative Agent and the Lenders that: (a) no other agreement, representation or special condition exists between Indemnitor and Administrative Agent or the Lenders regarding the liability of SMRH:4822-9207-2906.8 –6– Accenture Tower – Environmental Indemnification Agreement 0YWK-314211 Indemnitor hereunder, nor does any understanding exist between Indemnitor and Administrative Agent or the Lenders that the obligations of Indemnitor hereunder are or will be other than as set forth herein; and (b) as of the date hereof, Indemnitor has no defense whatsoever to any action or proceeding that may be brought to enforce this Agreement.
Sample 1
No Other Agreement, Defense. Guarantor warrants to Lender that: (i) no other agreement, representation or special condition exists between Guarantor and Lender regarding the liability of Guarantor hereunder, nor does any understanding exist between Guarantor and Lender that the obligations of Guarantor hereunder are or will be other than as set forth herein; and (ii) as of the date hereof, Guarantor has no defense whatsoever to any action or proceeding that may be brought to enforce this Guaranty.
Sample 1

Related to No Other Agreement, Defense

  • No Other Agreements The Financial Institution has not entered into an agreement relating to a Collateral Account in which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.

  • No Other Agreement Executive shall have no employment contract or other written or oral agreement concerning employment with any entity or person other than the Bank during the term of his employment under this Agreement.

  • No Breach of Other Agreements This Agreement, and the faithful performance of this agreement, will not cause any breach of any other existing agreement, or any covenant, consent decree, or undertaking by either, not disclosed to the other.

  • No Other Activities The Issuer will not engage in activities other than financing, acquiring, owning and pledging the Trust Property as described in the Transaction Documents and activities incidental to those activities.

  • Relationship to Other Agreements Subject to the limitations set forth below, in the event of any actual or alleged conflict between the provisions of this Award Agreement and (i) any other agreement regarding your employment with the Employer (“Employment Agreement”), or (ii) any prior agreement or certificate governing any award of a direct or indirect equity interest in the Company (the documents described in clauses (i) and (ii) hereof being collectively referred to as the “Other Agreements”), the provisions of this Award Agreement shall control and, to the extent of any conflict, be deemed to amend such Other Agreements. Notwithstanding the foregoing, in the event that the Notice Period referred to in Paragraph 5 or the Nondisclosure Period or Covenant Period referred to in Paragraph 6 of this Award Agreement is shorter in duration than that provided in an Employment Agreement, the Notice Period, Nondisclosure Period or Covenant Period (as applicable) set forth in the Employment Agreement shall apply.

  • No Other Agreements to Purchase No person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendor of any of the Purchased Shares.

  • No Other Negotiations As of the date of this Agreement, the Parent has not entered into any agreement or understanding with, and is not engaging in any discussions with any third party concerning an Alternative Acquisition including, without limitation, any agreement or understanding that would require the Parent to notify any third party of the terms of this Agreement. From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Parent shall not, directly or indirectly, (a) initiate, solicit, encourage, negotiate, accept or discuss any Alternative Acquisition, (b) provide information with respect to the Parent to any Person, other than Company and its Affiliates, relating to a possible Alternative Acquisition by any Person, other than Company and its Affiliates, (c) enter into an agreement with any Person, other than Company and its Affiliates, providing for a possible Alternative Acquisition, or (d) make or authorize any statement, recommendation or solicitation in support of any possible Alternative Acquisition by any Person, other than by Company and its Affiliates. If the Parent receives any unsolicited offer, inquiry or proposal to enter into discussions or negotiations relating to an Alternative Acquisition, or that could reasonably expected to lead to an Alternative Acquisition, or any request for nonpublic information relating to the Parent, the Parent shall promptly notify Company thereof, including information as to the identity of the party making any such offer, inquiry or proposal and the specific terms of such offer, inquiry or proposal, as the case may be, and shall keep Company promptly informed of any developments with respect to same.

  • No Other Agreements to Sell the Company or the Assets. Neither the Company nor the Company Subsidiary has any legal obligation, absolute or contingent, to any other Person to sell the Assets of the Company or the Company Subsidiary (other than inventory in the ordinary course of business) or to sell any capital stock of the Company or the Company Subsidiary or to effect any merger, consolidation or other reorganization of the Company or the Company Subsidiary or to enter into any agreement with respect thereto, except pursuant to the Company Options and this Agreement.

  • Other Agreement The provisions of this Section 5 shall not supersede or otherwise affect any agreement that the Company and the Selling Shareholder may otherwise have entered into for the allocation of such expenses between them.

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

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