No Adverse Claim. The Borrower warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Borrower a basis to assert a defense, offset, or counterclaim to any claim of the Bank with respect to the Obligations.
No Adverse Claim. The Seller hereby warrants, acknowledges, and agrees that no events have taken place and no circumstances exist at the date hereof that would give the Seller a basis to assert a defense, offset, or counterclaim to any claim of the Agent or the Buyers with respect to the Seller’s obligations under the Repurchase Agreement as amended by this Amendment.
No Adverse Claim. The Borrowers warrant, acknowledge and agree that no events have been taken place and no circumstances exist at the date hereof which would give any Borrower a basis to assert a defense, offset or counterclaim to any claim of the Lender with respect to the Borrowers' obligations under the Credit Agreement as amended by this Amendment.
No Adverse Claim. The Company warrants, acknowledges and agrees that no events have been taken place and no circumstances exist at the date hereof which would give the Company a basis to assert a defense, offset or counterclaim to any claim of the Banks with respect to the Obligations.
No Adverse Claim. There is no claim, action, suit, arbitration or proceeding (including judicial or administrative) by or before any Authority pending or threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement, or that would prevent or delay the consummation of the transactions contemplated by this Agreement.
No Adverse Claim. Each Receivable will, together with the Contract related thereto, at all times be owned by such Seller free and clear of any Adverse Claim, and upon each Purchase the Buyer will acquire full equitable and beneficial title and ownership to and of such Receivable, the Collections and the Related Security then existing or thereafter arising free and clear of any Adverse Claim.
No Adverse Claim. Each of Alipay and Purchaser shall not and shall cause its Subsidiary Sublicensees not to, and each of Alipay and Purchaser shall not and shall cause its Subsidiary Sublicensees not to authorize any third Person to, at any time during the Term, assert any claim or interest in, or take any action which may in any way:
No Adverse Claim. Immediately prior to the Closing Date or the settlement of any Option Securities, the Exchange Party will be the record and beneficial owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims and will have duly endorsed such Securities in blank, and has full power and authority to sell its interest in the Securities, and, assuming that each Underwriter acquires its interest in the Securities it has purchased from the Exchange Party without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Securities delivered on the Closing Date to The Depository Trust Company (“DTC”) or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts of such Underwriters maintained with DTC or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Securities.
No Adverse Claim. Each Credit Party warrants, acknowledges and agrees that no events have been taken place and no circumstances exist at the date hereof which would give any Credit Party a basis to assert a claim against Administrative Agent or Lenders, or a defense, offset or counterclaim to any claim of the Administrative Agent or Lenders with respect to the Obligations, and each Credit Party hereby releases any such claims.
No Adverse Claim. The Pledgor warrants, acknowledges and agrees that no events have taken place and no circumstances exist at the date hereof which would give the Pledgor a basis to assert a defense, offset or counterclaim to any claim of the Banks with respect to the Obligations.
