Acknowledgment of Liabilities Sample Clauses

Acknowledgment of Liabilities. (a) Each Company hereby acknowledges that it is unconditionally liable to Creditor Parties under the Purchase Agreement and the Related Agreements to which it is a party for the payment of all Liabilities, and no Company has any defenses, counterclaims, deductions, credits, claims or rights of setoff or recoupment with respect to the Liabilities.
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Acknowledgment of Liabilities. Borrower hereby acknowledges and agrees that there is no defense, setoff or counterclaim of any kind, nature or description to the Obligations or the payment thereof when due.
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Acknowledgment of Liabilities. Investor acknowledges that the Facility Owners shall be obligated to pay, discharge and perform when due, from and after Closing, the liabilities and obligations listed below (collectively, the "OWNER OBLIGATIONS"), but Underlying Interest Owners shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing:
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Acknowledgment of Liabilities as of October 28, 2005, the Borrowers are jointly and severally indebted under the Credit Agreement (in addition to all fees, costs, and other amounts recoverable thereunder), all without offset, counterclaim, or defense of any kind for: (i) outstanding principal under the Revolving Credit Facility of $59,200,000.00; (ii) accrued and unpaid interest under the Revolving Credit Facility of $309,131.25; and (iii) attorneys’ fees and other fees and costs as allowable under the Credit Agreement.
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Acknowledgment of Liabilities. SHP acknowledges that the Facility Owners shall be obligated to pay, discharge and perform when due, from and after Closing, the liabilities and obligations listed below (collectively, the "Owner Obligations"), but Sunrise shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing:
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Acknowledgment of Liabilities. The Joint Venture acknowledges that the SPVs shall be obligated to pay, discharge and perform when due, from and after Closing for a Facility, the liabilities and obligations (collectively, the “Owner Obligations”) relating to such Facility, but Sunrise agrees that it and its Affiliates shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to (a) all liabilities and obligations arising under the Facility Agreements and (b) such other liabilities of the Facility Owners (including but not limited to Resident Deposits) to the extent, and only to the extent, the amount thereof is included as a credit to the Joint Venture in calculating the adjustment amount as ultimately determined pursuant to Section 2.5, to the extent attributable to or arising out of matters that occur prior to Closing, and Sunrise agrees to indemnify and hold harmless the Joint Venture from and against any Losses arising from such pre-Closing matters. This Section 2.3 shall survive the Closing.
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Acknowledgment of Liabilities. The Parties hereby acknowledge the following purchase orders have been made for the amount indicated below: Description Remaining Order Amount Owed 90kW Motor $725,900 $103,700 (50 finished units) CEU(P90&P120) $1,605,300 $397,400 (60 finished units) $677,977 (180 unfinished units) Sub-total $ 2,401,200 $ 1,179,077
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Acknowledgment of Liabilities. The Joint Venture acknowledges that the SPVs shall be obligated to pay, discharge and perform when due, from and after Closing for a Facility, the liabilities and obligations listed below (collectively, the “Owner Obligations”) relating to such Facility, but Sunrise agrees that the Underlying Interest Owners shall be obligated to fulfill and discharge all duties and obligations, and shall be responsible for all liabilities with respect to all items listed below, to the extent attributable to or arising out of matters that occur prior to Closing, and Sunrise agrees to indemnify and hold harmless the Joint Venture from and against any Losses arising from such pre-Closing matters:
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Acknowledgment of Liabilities. As of May 7, 2003, the following principal amounts (inclusive of the face amounts of undrawn Letters of Credit) are owing to the Lenders under the Credit Documents (in addition to accrued interest and all other sums payable under the Credit Documents): Principal Revolving Notes (Face Amounts of Letters of Credit) $ 1,171,710.81 Tranche A Term Notes $ 35,999,999.99 Delayed Draw Term Notes $ 8,000,000.00 Swingline Notes $ -0-
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Related to Acknowledgment of Liabilities

  • Acknowledgment of Obligations Borrower hereby acknowledges, confirms and agrees that all Term Loans made prior to the date hereof, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges owing by Borrower to Agent and Lenders under the Loan Agreement and the other Debt Documents, are unconditionally owing by Borrower to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally.

  • Acknowledgment of Debt 1.1 The Company acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt.

  • Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.

  • Acknowledgment Regarding Any Supported QFCs To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • Acknowledgment and Waiver By accepting this grant of Stock, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (ii) the grant of Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock, or benefits in lieu of Stock, even if Stock has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) Stock and Stock grants are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee's employment contract, if any; (vii) Stock and Stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock or diminution in value of this grant of Stock resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive Stock and vest in Stock under the Plan, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Employee's right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Stock grant.

  • Acknowledgment of Seller Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under the MLPA. * * * * * *

  • Acknowledgments, Waivers and Consents (a) Each Grantor acknowledges and agrees that the obligations undertaken by it under this Agreement involve the guarantee and the provision of collateral security for the obligations of Persons other than such Grantor and that such Grantor’s guarantee and provision of collateral security for the Obligations are absolute, irrevocable and unconditional under any and all circumstances. In full recognition and furtherance of the foregoing, each Grantor understands and agrees, to the fullest extent permitted under applicable law and except as may otherwise be expressly and specifically provided in the Loan Documents, that each Grantor shall remain obligated hereunder (including, without limitation, with respect to the guarantee made such Grantor hereby and the collateral security provided by such Grantor herein) and the enforceability and effectiveness of this Agreement and the liability of such Grantor, and the rights, remedies, powers and privileges of the Administrative Agent and the other Secured Parties under this Agreement and the other Loan Documents shall not be affected, limited, reduced, discharged or terminated in any way:

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

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