Acknowledgements of Borrowers Sample Clauses

Acknowledgements of Borrowers. Borrowers each hereby represent and ----------------------------- warrant that: (a) the execution and delivery of this Amendment and compliance by Borrowers with all of the provisions of this Amendment (i) are within the powers and purposes of Borrowers; (ii) have been duly authorized or approved by Borrowers; and (iii) when executed and delivered by or on behalf of Borrowers, will constitute valid and binding obligations of Borrowers, enforceable in accordance with its terms; (b) Borrowers have no offsets or counterclaims against Lender or defenses to the payments due under the Loan Documents; (c) Lender has a first perfected security interest in the Collateral to secure the Obligations under the Loan Documents; and (d) the recitals in this Amendment are true. Borrowers each reaffirm its obligation to pay all amounts due Lender under the Loan Documents in accordance with the terms thereof, as modified hereby.
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Acknowledgements of Borrowers. Each of the Borrowers hereby ----------------------------- represents and warrants that: (a) the execution and delivery of this Amendment and compliance by Borrowers with all of the provisions of this Amendment (i) are within the powers and purposes of Borrowers; (ii) have been duly authorized or approved by Borrowers; and (iii) when executed and delivered by or on behalf of Borrowers will constitute valid and binding obligations of Borrowers, enforceable in accordance with its terms; (b) Borrowers have no offsets or counterclaims against Lender or defenses to the payments due under the Loan Agreement; (c) Lender has a first perfected security interest in the Collateral to secure the Obligations under the Loan Agreement; (d) no Default or Event of Default has occurred and is continuing or would exist after giving effect to each sale of Receivables and Other Conveyed Property pursuant to the Securitization Transaction, and (e) no Over Advance would exist after giving effect to the sale of the Receivables and the Other Conveyed Property pursuant to the Securitization Transaction. Each Borrower reaffirms its obligations to pay all amounts due Lender under the Loan Agreement in accordance with the terms thereof, as modified hereby.
Sample 1
Acknowledgements of Borrowers. Each of the Borrowers hereby represents and warrants that: (a) the execution and delivery of this Amendment and compliance by the Borrowers with all of the provisions of this Amendment (i) are within the powers and purposes of the Borrowers; (ii) have been duly authorized or approved by the Borrowers; and (iii) when executed and delivered by or on behalf of the Borrowers will constitute valid and binding obligation of the Borrowers, enforceable in accordance with its terms; (b) the Borrowers have no ???? or counterclaims against the Lender or defenses to the payments due under the Loan Agreement; (c) the Lender has a first perfected security interest in the Collateral to secure the Obligations under the Loan Agreement; and (d) no Default or Event of Default has occurred and is continuing as of the date hereof.
Sample 1

Related to Acknowledgements of Borrowers

  • Acknowledgements of Lenders (a) Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXX XXXXXXX RACING STABLES, INC. By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Acknowledgements of Subscriber 5.1 The Subscriber acknowledges and agrees that:

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Guarantor Acknowledgement Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Acknowledgement and Consent to Bail-In of EEA Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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