Common use of Confirmation of Assumption of Obligations of APP and Accent Rx Clause in Contracts

Confirmation of Assumption of Obligations of APP and Accent Rx. Accentia hereby acknowledges, agrees, represents and warrants to McKesson that each of the Recitals set forth at the outset of this Agreement is true and correct (and that there is no longer any opportunity to contest the debt figures based on manifest error as was reserved in the Forbearance Agreement), and that Accentia has and hereby does assume each and every debt, obligation, and liability owed by APP and/or Accent Rx to McKesson of every kind or nature, whether such debt, obligation, arid liability was known, unknown, liquidated, unliquidated, disclosed, or undisclosed, existing or contingent, and whether or not explicitly listed in the Recitals or evidenced by a promissory note. Furthermore, Accentia has no known or unknown defenses, counterclaims, rights of offset or set off, recoupment, or any other causes of action against McKesson or any Person that would prevent or interfere with the full collection and enforcement by McKesson of all such assumed debts, obligations, and liabilities, and/or the full enforcement of each of the Documents against Accentia as though it were “Borrower” or APP or Accent Rx in accordance with the express written terms of such Documents as the same may be amended in writing from time to time. Accentia further acknowledges and agrees that there are no oral understandings between Accentia and McKesson and that any purported agreement with McKesson must be in writing and signed by McKesson in order to be enforceable against McKesson.