Ratification of Existing Agreements Sample Clauses

Ratification of Existing Agreements. All existing Dual Enrollment agreements between the TRUSTEES and the Private School are hereby modified to conform to the terms of this agreement and the appendices of this document.

Ratification of Existing Agreements. All of the Borrower’s obligations and liabilities to the Lender as evidenced by or otherwise arising under the Credit Agreement, the Notes and the Other Documents, except as otherwise expressly modified in this Agreement upon the terms set forth herein, are, by the Borrower’s execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower’s execution of this Agreement, the Borrower represents and warrants that no counterclaim, right of set-off or defense of any kind exists or is outstanding with respect to such obligations and liabilities.

Ratification of Existing Agreements. 6.01 The Loan Parties and the Supporting Lenders hereby acknowledge and agree that, (a) the relationships between the Loan Parties and the Supporting Lenders are governed by the Credit Documents, this Agreement, and other agreements that may be executed by the Loan Parties and the Supporting Lenders from time to time, (b) no fiduciary duty or special relationship is or will be created by any discussions regarding any possible amendment, waiver, or forbearance, (c) the rights and obligations of the Supporting Lenders under this Agreement are several and not joint and no Supporting Lender shall be liable or responsible for obligations of any other Supporting Lender, (d) no Supporting Lender has made to any Loan Parties, and no Loan Party has made to any Supporting Lender, any promise, commitment, or representation of any kind or character with respect to any forbearance or other matter as of the date of this Agreement other than as set forth in this Agreement, (e) this Agreement has no effect or bearing on any rights or remedies the Supporting Lenders may have available under the Credit Documents other than as explicitly provided for herein, (f) no person has any obligation to engage in discussions with any other person after the date hereof regarding any further forbearance, and (g) no Supporting Lender and no Loan Party has any obligation under any circumstances to amend, waive, supplement, or otherwise modify the terms of the Credit Documents, offer any discounted payoff of the Term Loans, refinance or exchange the Term Loans, vote or refrain from voting or otherwise acting with respect to its Loans, extend the forbearance period (other than as the Forbearance Period may be extended by agreement of the Required Supporting Lenders in accordance with the terms of this Agreement), grant any other forbearance, agree to any amendment, supplement, waiver, or other modification or any Potential Transaction, enter into any definitive documentation in connection with a Potential Transaction, or extend any other accommodation, financial or otherwise, to any Loan Party or any of its Affiliates. 6.02 Each Guarantor hereby ratifies and reaffirms: (i) the validity, legality, and enforceability of the Guaranty; (ii) that its reaffirmation of the Guaranty is a material inducement to the Supporting Lenders entering into this Agreement; and (iii) that its obligations under the Guaranty shall remain in full force and effect until all the Obligations have been paid in full.

Ratification of Existing Agreements. All of the Loan Parties’ obligations and liabilities to the Administrative Agent, the L/C Issuer, the Swingline Lender and the Lenders as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Loan Documents, are, by each Loan Party’s execution of this Agreement, ratified and confirmed in all respects. In addition, by each Loan Party’s execution of this Agreement, each of the Loan Parties represents and warrants that no Loan Party has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

Ratification of Existing Agreements. All of the Obligors' obligations and liabilities to the Agent, the Issuing Bank and the Lenders as evidenced by or otherwise arising under the Loan and Security Agreement, the Notes and the other Loan Documents, are, by each Obligor's execution of this Agreement, ratified and confirmed in all respects. In addition, by each Obligor's execution of this Agreement, each of the Obligors represents and warrants that no Obligor has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

Ratification of Existing Agreements. All of the Borrower's obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

Ratification of Existing Agreements. The Borrower agrees that the Obligations are, except as otherwise expressly modified in this Amendment upon the terms set forth herein, ratified and confirmed in all respects. In addition, by the execution of this Amendment, the Borrower represents and warrants that no counterclaim, right of set-off or defense of any kind exists or is outstanding with respect to such Obligations.

Ratification of Existing Agreements. Borrower reaffirms all of the terms, conditions, representations and warranties under the Loan Documents and the Forbearance Agreement and acknowledges that all of the Obligations are, by execution of this Amendment, ratified and confirmed in all respects by Borrower. Borrower further reaffirms the grant of all liens and security interests under the Loan Documents and notwithstanding the execution and delivery of this Amendment, the Loan Documents and the Forbearance Agreement remain in full force and effect and the rights and remedies of Lender thereunder and the liens and security interests created and provided thereunder remain in full force and effect and shall not be affected or impaired hereby.

Ratification of Existing Agreements. All of the Borrowers' and the Guarantors' obligations and liabilities to the Lenders and the Issuing Bank as evidenced by or otherwise arising under the Credit Agreement, the Revolving Credit Notes and the other Loan Documents, are, by the Borrowers' and the Guarantors' execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrowers' and the Guarantors' execution of this Agreement, each of the Borrowers and the Guarantors represents and warrants that to the best of each of the Borrowers' and the Guarantors' knowledge it does not have any counterclaim, right of set-off, recoupment, defense or independent action of any kind with respect to such obligations and liabilities.

Ratification of Existing Agreements. The Borrowers hereby ratify and confirm in all respects all of the Obligations, except as otherwise expressly modified in this Agreement upon the terms set forth herein. In addition, by execution of this Agreement, the Borrowers represent and warrant that as of the date hereof, no claim or counterclaim, right of setoff or defense of any kind exists or is outstanding with respect to the Obligations. The Borrowers further agree that, to the extent any such claim, counterclaim, right of setoff or defense of any kind exists, the Borrowers hereby waive and release each and all of them in consideration for the Banks entering into this Agreement. The Borrowers acknowledge that, in entering into this Agreement, the Agent and the Banks have relied on the representations, warranties and waivers contained in this Section 2.