Common use of Confirmation of Obligations Clause in Contracts

Confirmation of Obligations. As of the Closing Date and subject to the terms of this Agreement, each Prospect Party confirms, ratifies and restates all of its respective obligations under the Loan Documents and Prospect DE agrees to pay all of the indebtedness evidenced by the Loan Documents according to their terms and provisions as amended to date. Prospect DE confirms, ratifies and restates that Karlsson has first lien priority interests in all of the Collateral described in the Security Agreement and the other Loan Documents. Subject to the terms of this Agreement, all of the terms, covenants and provisions of the Note, the Collateral Documents and the other Loan Documents shall remain in full force and effect. Without limiting the generality of the foregoing, each Prospect Party hereby expressly acknowledges and agrees that, as of the Closing Date, it has no offsets, claims, counterclaims or defenses whatsoever against any of its obligations under the Note, the Collateral Documents or any other Loan Document, including those which would in any way reduce the amount of the indebtedness owed to Karlsson under the Loan Documents or affect the validity of any foreclosure sale of any of the Collateral, and if any of the same now exists, each Prospect Party irrevocably waives, and agrees not to assert, any such existing offset, claim, counterclaim, defense or other cause of action against Karlsson.

Appears in 3 contracts

Samples: Fifth Extension Agreement (Prospect Global Resources Inc.), Seventh Extension Agreement (Prospect Global Resources Inc.), Sixth Extension Agreement (Prospect Global Resources Inc.)

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Confirmation of Obligations. As of the Closing Date and subject to the terms of this Agreement, each Prospect Party confirms, ratifies and restates all of its respective obligations under the Loan Documents and Prospect DE agrees to pay all of the indebtedness evidenced by the Loan Documents according to their terms and provisions as amended to date. Prospect DE confirms, ratifies and restates that Karlsson has first lien priority interests in all of the Collateral described in the Security Agreement and the other Loan Documents. Subject to the terms of this Agreement, all of the terms, covenants and provisions of the Note, the Collateral Documents and the other Loan Documents shall remain in full force and effect. Without limiting the generality of the foregoing, each Prospect Party hereby expressly acknowledges acknowledge and agrees agree that, as of the Closing Date, it has no offsets, claims, counterclaims or defenses whatsoever against any of its obligations under the Note, the Collateral Documents or any other Loan Document, including those which would in any way reduce the amount of the indebtedness owed to Karlsson under the Loan Documents or affect the validity of any foreclosure sale of any of the Collateral, and if any of the same now exists, each Prospect Party irrevocably waiveswaive, and agrees agree not to assert, any such existing offset, claim, counterclaim, defense or other cause of action against Karlsson.

Appears in 3 contracts

Samples: Extension Agreement (Prospect Global Resources Inc.), Second Extension Agreement (Prospect Global Resources Inc.), Third Extension Agreement (Prospect Global Resources Inc.)

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Confirmation of Obligations. As of the Closing Date and subject to the terms of this Agreement, each Prospect Party confirms, ratifies and restates all of its respective obligations under the Loan Documents and Prospect DE agrees to pay all of the indebtedness evidenced by the Loan Documents according to their terms and provisions as amended to date. Prospect DE confirms, ratifies and restates that Karlsson has first lien priority interests in all of the Collateral described in the Security Agreement and the other Loan Documents. Subject to the terms of this Agreement, all of the terms, covenants and provisions of the Note, the Collateral Documents and the other Loan Documents shall remain in full force and effect. Without limiting the generality of the foregoing, each Prospect Party hereby expressly acknowledges acknowledge and agrees agree that, as of the Closing Date, it has no offsets, claims, counterclaims or defenses whatsoever against any of its obligations under the Note, the Collateral Documents or any other Loan Document, including those which would in any way reduce the amount of the indebtedness owed to Karlsson under the Loan Documents or affect the validity of any foreclosure sale of any of the Collateral, and if any of the same now exists, each Prospect Party irrevocably waives, and agrees not to assert, any such existing offset, claim, counterclaim, defense or other cause of action against Karlsson.

Appears in 1 contract

Samples: Fourth Extension Agreement (Prospect Global Resources Inc.)

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