Common use of Acknowledgments and Admissions Clause in Contracts

Acknowledgments and Admissions. EACH OF THE CORPORATION AND THE SUBSIDIARIES HEREBY REPRESENTS, WARRANTS, ACKNOWLEDGES AND ADMITS THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDER, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER DOCUMENT EXECUTED BY THE LENDER AND DELIVERED AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER AS TO THE PURCHASE OF THE CEC NOTE EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, (C) THE LENDER HAS NO FIDUCIARY OBLIGATION TOWARD THE CORPORATION OR THE SUBSIDIARIES WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (D) THE LENDER HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.

Acknowledgments and Admissions. EACH OF THE CORPORATION AND THE SUBSIDIARIES SELLER HEREBY REPRESENTS, WARRANTS, ACKNOWLEDGES AND ADMITS THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES SELLER HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDERBUYER, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER DOCUMENT EXECUTED BY THE LENDER BUYER AND DELIVERED AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER BUYER AS TO THE PURCHASE OF THE CEC NOTE SHARES EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, (C) THE LENDER BUYER HAS NO FIDUCIARY OBLIGATION TOWARD THE CORPORATION OR THE SUBSIDIARIES SELLER WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY, AND (D) WITHOUT LIMITING ANY OF THE LENDER FOREGOING, THE SELLER IS NOT RELYING UPON ANY REPRESENTATION OR COVENANT BY THE BUYER, OR ANY REPRESENTATIVE THEREOF, AND NO SUCH REPRESENTATION OR COVENANT HAS BEEN MADE, AS TO THE PRESENT OR FUTURE VALUE OF THE CEC STOCK OR ANY OTHER MATTERS RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND (E) THE BUYER HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 13.16 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.

Acknowledgments and Admissions. EACH OF GRMH, THE CORPORATION BORROWERS AND THE SUBSIDIARIES GUARANTOR HEREBY REPRESENTSREPRESENT, WARRANTSWARRANT, ACKNOWLEDGES ACKNOWLEDGE AND ADMITS ADMIT THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES THEM HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDERBANK, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER LOAN DOCUMENT EXECUTED BY THE LENDER AND DELIVERED ON OR AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER BANK AS TO THE PURCHASE OF THE CEC NOTE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENTAGREEMENT OR IN ANOTHER LOAN DOCUMENT DELIVERED ON OR AFTER THE DATE HEREOF, (C) THE LENDER BANK HAS NO FIDUCIARY OBLIGATION TOWARD GRMH, THE CORPORATION BORROWERS OR THE SUBSIDIARIES GUARANTOR WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (D) THE LENDER RELATIONSHIP PURSUANT TO THE LOAN DOCUMENTS BETWEEN THE BORROWERS AND THE BANK IS AND WILL BE SOLELY THAT OF DEBTOR AND CREDITOR, (E) NO PARTNERSHIP OR JOINT VENTURE EXISTS WITH RESPECT TO THE LOAN DOCUMENTS BETWEEN ANY BORROWER OR THE GUARANTOR AND THE BANK, (F) SHOULD A DEFAULT OCCUR OR EXIST, THE BANK WILL DETERMINE IN ITS SOLE DISCRETION AND FOR ITS OWN REASONS WHAT REMEDIES AND ACTIONS IT WILL OR WILL NOT EXERCISE OR TAKE AT THE TIME, (G) WITHOUT LIMITING ANY OF THE FOREGOING, NO BORROWER, GUARANTOR NOR GRMH IS RELYING UPON ANY REPRESENTATION OR COVENANT BY THE BANK, OR ANY REPRESENTATIVE THEREOF, AND NO SUCH REPRESENTATION OR COVENANT HAS BEEN MADE, THAT THE BANK WILL, AT THE TIME OF AN EVENT OF DEFAULT, OR AT ANY OTHER TIME, WAIVE, NEGOTIATE, DISCUSS OR TAKE OR REFRAIN FROM TAKING ANY ACTION PERMITTED UNDER THE LOAN DOCUMENTS WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR ANY OTHER PROVISION OF THE LOAN DOCUMENTS, AND (H) THE BANK HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 13.1 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.

Acknowledgments and Admissions. EACH OF THE CORPORATION BORROWERS AND THE SUBSIDIARIES GUARANTORS HEREBY REPRESENTSREPRESENT, WARRANTSWARRANT, ACKNOWLEDGES ACKNOWLEDGE AND ADMITS ADMIT THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES THEM HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDERBANK, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER LOAN DOCUMENT EXECUTED BY THE LENDER AND DELIVERED ON OR AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER BANK AS TO THE PURCHASE OF THE CEC NOTE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENTAGREEMENT OR IN ANOTHER LOAN DOCUMENT DELIVERED ON OR AFTER THE DATE HEREOF, (C) THE LENDER BANK HAS NO FIDUCIARY OBLIGATION TOWARD THE CORPORATION BORROWERS OR THE SUBSIDIARIES GUARANTORS WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (D) THE LENDER RELATIONSHIP PURSUANT TO THE LOAN DOCUMENTS BETWEEN THE BORROWERS AND THE BANK IS AND WILL BE SOLELY THAT Loan Agreement Graymark Healthcare, Inc. OF DEBTOR AND CREDITOR, (E) NO PARTNERSHIP OR JOINT VENTURE EXISTS WITH RESPECT TO THE LOAN DOCUMENTS BETWEEN ANY BORROWER OR THE GUARANTORS AND THE BANK, (F) SHOULD A DEFAULT OCCUR OR EXIST, THE BANK WILL DETERMINE IN ITS SOLE DISCRETION AND FOR ITS OWN REASONS WHAT REMEDIES AND ACTIONS IT WILL OR WILL NOT EXERCISE OR TAKE AT THE TIME, (G) WITHOUT LIMITING ANY OF THE FOREGOING, NO BORROWER OR GUARANTOR IS RELYING UPON ANY REPRESENTATION OR COVENANT BY THE BANK, OR ANY REPRESENTATIVE THEREOF, AND NO SUCH REPRESENTATION OR COVENANT HAS BEEN MADE, THAT THE BANK WILL, AT THE TIME OF AN EVENT OF DEFAULT, OR AT ANY OTHER TIME, WAIVE, NEGOTIATE, DISCUSS OR TAKE OR REFRAIN FROM TAKING ANY ACTION PERMITTED UNDER THE LOAN DOCUMENTS WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR ANY OTHER PROVISION OF THE LOAN DOCUMENTS, AND (H) THE BANK HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 11.16 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.

Acknowledgments and Admissions. EACH OF THE CORPORATION PARTIES HEREBY REPRESENT, WARRANT, ACKNOWLEDGE AND THE SUBSIDIARIES HEREBY REPRESENTS, WARRANTS, ACKNOWLEDGES AND ADMITS ADMIT THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES THEM HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENT, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDERANY OTHER PARTY, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER DOCUMENT EXECUTED BY THE LENDER OTHER PARTY AND DELIVERED AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER ANY PARTY AS TO THE PURCHASE OF THE CEC NOTE SHARES EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, (C) THE LENDER HAS PARTIES HAVE NO FIDUCIARY OBLIGATION TOWARD THE CORPORATION OR THE SUBSIDIARIES OTHERS WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBYHEREBY, AND (D) WITHOUT LIMITING ANY OF THE LENDER FOREGOING, NO PARTY IS RELYING UPON ANY REPRESENTATION OR COVENANT BY ANY OTHER PARTY, OR ANY REPRESENTATIVE THEREOF, AND NO SUCH REPRESENTATION OR COVENANT HAS BEEN MADE, AS TO THE PRESENT OR FUTURE VALUE OF THE SHARES OR THE CEC STOCK OR ANY OTHER MATTERS RELATING TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND (E) EACH PARTY HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 13.16 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.

Acknowledgments and Admissions. EACH OF THE CORPORATION BORROWERS AND THE SUBSIDIARIES GUARANTORS HEREBY REPRESENTSREPRESENT, WARRANTSWARRANT, ACKNOWLEDGES ACKNOWLEDGE AND ADMITS ADMIT THAT (A) EACH OF THE CORPORATION AND THE SUBSIDIARIES THEM HAS MADE AN INDEPENDENT DECISION TO ENTER INTO THIS AGREEMENTAGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY, COVENANT OR UNDERTAKING BY THE LENDERBANK, WHETHER WRITTEN, ORAL OR IMPLICIT, OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR IN ANOTHER LOAN DOCUMENT EXECUTED BY THE LENDER AND DELIVERED ON OR AFTER THE DATE HEREOF, (B) THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS OR AGREEMENTS BY THE LENDER BANK AS TO THE PURCHASE OF THE CEC NOTE LOAN DOCUMENTS EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENTAGREEMENT OR IN ANOTHER LOAN DOCUMENT DELIVERED ON OR AFTER THE DATE HEREOF, (C) THE LENDER BANK HAS NO FIDUCIARY OBLIGATION TOWARD THE CORPORATION BORROWERS OR THE SUBSIDIARIES GUARANTORS WITH RESPECT TO THIS AGREEMENT, THE RELATED AGREEMENTS ANY LOAN DOCUMENT OR THE Amended and Restated Loan Agreement TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND (D) THE LENDER RELATIONSHIP PURSUANT TO THE LOAN DOCUMENTS BETWEEN THE BORROWERS AND THE BANK IS AND WILL BE SOLELY THAT OF DEBTOR AND CREDITOR, (E) NO PARTNERSHIP OR JOINT VENTURE EXISTS WITH RESPECT TO THE LOAN DOCUMENTS BETWEEN ANY BORROWER OR THE GUARANTORS AND THE BANK, (F) SHOULD A DEFAULT OCCUR OR EXIST, THE BANK WILL DETERMINE IN ITS SOLE DISCRETION AND FOR ITS OWN REASONS WHAT REMEDIES AND ACTIONS IT WILL OR WILL NOT EXERCISE OR TAKE AT THE TIME, (G) WITHOUT LIMITING ANY OF THE FOREGOING, NO BORROWER OR GUARANTOR IS RELYING UPON ANY REPRESENTATION OR COVENANT BY THE BANK, OR ANY REPRESENTATIVE THEREOF, AND NO SUCH REPRESENTATION OR COVENANT HAS BEEN MADE, THAT THE BANK WILL, AT THE TIME OF AN EVENT OF DEFAULT, OR AT ANY OTHER TIME, WAIVE, NEGOTIATE, DISCUSS OR TAKE OR REFRAIN FROM TAKING ANY ACTION PERMITTED UNDER THE LOAN DOCUMENTS WITH RESPECT TO ANY SUCH EVENT OF DEFAULT OR ANY OTHER PROVISION OF THE LOAN DOCUMENTS, AND (H) THE BANK HAS RELIED UPON THE TRUTHFULNESS OF THE ACKNOWLEDGMENTS IN THIS PARAGRAPH 16.14 14.16 IN DECIDING TO EXECUTE AND DELIVER THIS AGREEMENT AND TO BECOME OBLIGATED HEREUNDER.