Estoppel, Acknowledgement and Reaffirmation Sample Clauses

Estoppel, Acknowledgement and Reaffirmation. The undersigned Loan Parties hereby acknowledge and agree that, as of the date hereof, the Outstanding Amount of the Committed Loans and L/C Obligations constitute valid and subsisting obligations of such Loan Parties to the Lenders that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The undersigned Loan Parties hereby acknowledge the Loan Parties’ obligations under the respective Loan Documents to which they are party. Each of the undersigned Loan Parties hereby (i) acknowledges that it has granted Liens in favor of the Administrative Agent pursuant to, and is a party to, the Collateral Documents (including, with respect to certain Guarantors, pursuant to the Joinder Agreements executed by such Guarantors); (ii) reaffirms that each of the Liens created and granted in or pursuant to the Collateral Documents is valid and subsisting as of the date hereof; (iii) agrees that such Liens shall continue in effect as security for all Obligations; and (iv) agrees that this Amendment shall in no manner impair or otherwise adversely affect such Liens.
Estoppel, Acknowledgement and Reaffirmation. As of December 22, 2005, the total outstanding principal amount of Revolving Loans was not less than $14,600,000, which amount constitutes a valid and subsisting obligation of the Credit Parties under the Credit Documents that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each of the Credit Parties hereby acknowledges its Credit Party Obligations under the Credit Documents and reaffirms that each of the Liens and security interests created and granted in or pursuant to the Credit Documents are valid and subsisting and that this Agreement shall in no manner impair or otherwise adversely effect such Credit Party Obligations, Liens or security interests.
Estoppel, Acknowledgement and Reaffirmation. As of January 23, 2002, the total outstanding principal amount of Revolving Loans was not less than $51,000,000, the undrawn portion of the Stated Amount of all outstanding Letters of Credit was $3,000,000 and the total outstanding principal amount under the Term Loan was not less than $10,750,000, which amounts constitute valid and subsisting obligations of the Borrower to the Lenders that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The Borrower and the Guarantors hereby acknowledge their obligations under the Loan Documents and reaffirm that each of the liens and security interests created and granted in or pursuant to the Loan Documents are valid and subsisting and that this Agreement shall in no manner impair or otherwise adversely effect such liens and security interests.
Estoppel, Acknowledgement and Reaffirmation. The obligations of the Loan Parties under the Loan Documents constitute valid and subsisting obligations of such Persons that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each Loan Party hereby acknowledges its respective obligations under the Loan Documents as amended hereby and reaffirms that each of the liens and security interests created and granted in or pursuant to the Loan Documents are valid and subsisting and that this Amendment shall in no manner impair or otherwise adversely affect such liens and security interests.
Estoppel, Acknowledgement and Reaffirmation. Each of the Loan Parties acknowledges and agrees that, as of October 31, 2016: the aggregate outstanding principal amount of the Tranche A Term Loan was not less than $12,925,000; the aggregate outstanding principal amount of the Tranche B Term Loan was not less than $22,500,000; the aggregate outstanding principal amount of all Revolving Loan was not less than $21,500,000; and the LC Exposure was $0; each of which constitutes a valid and subsisting obligation of the Loan Parties to the Lenders that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind.
Estoppel, Acknowledgement and Reaffirmation. The Borrowers hereby (a) acknowledge the existence of the Existing Events of Default, (b) acknowledge (i) their Obligations under the Credit Agreement and the other Loan Documents and acknowledge that such Obligations are not subject to any credit, offset, defense, claim, counterclaim or adjustment of any kind (and, to the extent any Borrower has any credit, offset, defense, claim, counterclaim or adjustment, the same is hereby waived by each such Loan Party), and (ii) that as of the close of business on May 22, 2018, the aggregate outstanding principal amount of the Term Loans is $5,000,000.00, and the aggregate outstanding principal amount of the Revolving Loans is $15,233,825.04, , (c) acknowledge that the Loan Documents executed by the Borrowers are legal, valid and binding obligations enforceable against the Borrowers in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditorsrights generally and general principles of equity (whether considered in an action of law or in equity), (d) reaffirm that each of the Liens created and granted in or pursuant to the Credit Agreement and the other Loan Documents is valid and subsisting, (e) acknowledge that this Agreement shall in no manner impair or otherwise adversely affect such Obligations or Liens and (f) acknowledge that prior to executing this Agreement, the Borrowers consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representations or advice of the Administrative Agent, any Lender or any counsel to the Administrative Agent, or any Lender concerning the legal effects of this Agreement or any provision hereof.
Estoppel, Acknowledgement and Reaffirmation. Borrower hereby acknowledges and agrees that, as of the Effective Date, the aggregate principal amount of the Obligations was not less than $8,000,000 plus accrued and unpaid interest for the current month, and accruing interest, fees and charges thereon, all of which amounts constitute valid and subsisting obligations of Borrower to Lenders, that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Except as specifically set forth herein, nothing in this Amendment waives, amends or modifies any term of the Credit Agreement or any other Loan Documents, all of which are ratified and confirmed and remain in full force and effect. In addition, nothing in this Amendment shall be deemed or construed to be a satisfaction, novation or release of the Credit Agreement, the other Loan Documents or any of the Obligations. The foregoing amendments shall not be deemed to modify or affect the obligations of the Loan Parties to comply with each and every other obligation, covenant, duty or agreement under the Credit Agreement and the other Loan Documents. The foregoing amendments shall not be construed to in any way obligate Administrative Agent or Lender to amend, consent to or waive any other matter, any Default or Event of Default under the Credit Agreement or the other Loan Documents that have occurred or that may occur from and after the date hereof. In furtherance of the foregoing, the Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such parties grant Liens or security interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, under the Loan Documents, hereby ratify and reaffirm all of their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of the Loan Documents to which it is a party, and ratify and reaffirm their grants of Liens on or security interests in their properties pursuant to the Loan Documents to which they are a party, respectively, as security for the Obligations under or with respect to the Credit Agreement and the other Loan Documents, and confirm and agree that such Liens and security interests are valid and subsisting and secure all of the Obligations (including, without limitation, all additional Obligations hereafter arising or incurred pursuant to or in connection with the Credit Agreement or any other Loan Document), and agrees that this ...
Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby acknowledge their obligations under the respective Transaction Documents to which they are party and reaffirm that each of the liens and security interests created and granted in or pursuant to the Transaction Documents is valid and subsisting and that this Agreement shall in no manner impair or otherwise adversely effect such liens and security interests.
Estoppel, Acknowledgement and Reaffirmation. The Company hereby acknowledges and agrees that (i) the Specified Defaults currently exist and have not been waived by the Lender, (ii) the Company is indebted and liable to the Lender in the aggregate principal amount of $2,500,000.00 in respect of the Loans, plus interest, fees, expenses (including but not limited to attorneys' and financial advisors' fees that are reimbursable under the Loan Agreement), charges and all other obligations incurred in connection therewith as provided in the Loan Agreement or any Loan Document, and (iii) such amounts outstanding under the Loan Agreement constitute valid and subsisting obligations of the Company to the Lender that are not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The Company hereby (i) acknowledges and affirms its obligations under the Loan Documents to which it is a party, (ii) acknowledges and affirms the Liens created and granted by the Company in the Loan Documents and (iii) agrees that this Agreement shall in no manner adversely affect or impair such Liens.
Estoppel, Acknowledgement and Reaffirmation. The Company hereby acknowledges and agrees that, as of March 27, 2015, the outstanding balance under the Revolving Credit Facility was not less than $2,684,500 (composed of $0.00 in principal, $0.00 in accrued interest and $2,684,500 in outstanding Letters of Credit), which constitutes a valid and subsisting obligation of the Company to the Bank that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. The Company hereby acknowledges its obligations under the Loan Documents, reaffirms that each of the liens and security interests created and granted pursuant to the Loan Documents is valid and subsisting and agrees that this Agreement shall in no manner impair or otherwise adversely affect such obligations, liens or security interests, except as explicitly set forth herein.