No Defenses or Claims Sample Clauses

No Defenses or Claims. Release. In order to induce Lender, Issuing Bank and Agent to enter into this Amendment, each of Borrower and Guarantors acknowledges and represents to Lender, Issuing Bank and Agent that it has no defense, setoff, cause of action or claim of any kind against Lender, Issuing Bank or Agent on account of actions heretofore taken or not taken by Lender, Issuing Bank or Agent or otherwise, which can be asserted as a basis to seek affirmative relief or damages from Lender, Issuing Bank or Agent or to reduce or eliminate any obligations of Borrower or such Guarantor to Lender, Issuing Bank or Agent. Each of Borrower and Guarantors, on behalf of itself and its successors and assigns, hereby forever and irrevocably releases Lender, Issuing Bank and Agent, and each of their employees, officers, agents, attorneys, successors and assigns, from any and all claims, demands, damages, liabilities, obligations, penalties, suits and causes of action of any kind relating to, resulting from or arising out of any fact, matter or occurrence known to Borrower or any of Guarantors existing as of, or occurring prior to, the date of this Amendment directly or indirectly relating to, resulting from or arising out of any Revolving Credit Loans or Letters of Credit, any of the Credit Documents or any obligations of Borrower or such Guarantor to Lender, Issuing Bank or Agent.
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No Defenses or Claims. Each of Borrower, PAC REIT, each other Credit Party and each of their Subsidiaries acknowledges and agrees that it has no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including, without limitation, any usury, lender liability or one-action claims or defenses, arising out of the Loan, the Loan Documents, the acts or omissions of Administrative Agent or Lenders taken with respect to the Loans, the Revolving Commitments or any past or present relationship between or among the Borrower, PAC REIT, the other Credit Parties, any of their Subsidiaries, Administrative Agent, the Lenders, or any of their respective past, present and/or future parent, subsidiary and affiliated entitles and, with respect to each of the foregoing, their respective past and present officers, directors, shareholders, partners, limited partners, members, representatives, principals, owners, affiliates, attorneys, accountants, agents and employees, and their successors, heirs and assigns and each of them, that can be asserted either to reduce or eliminate all or any part of Borrower’s liability for the Loans, the liability of the Credit Parties or any of their Subsidiaries under the Loan Documents, the validity, priority, perfection and enforceability of the liens and security interests granted to Administrative Agent for the benefit of the Lenders under the Loan Documents or to seek affirmative relief or damages of any kind or nature from Administrative Agent or the Lenders. Each of the Borrower, PAC REIT, each other Credit Party and each of their Subsidiaries further acknowledges that to the extent that any such claim should in fact exist, including without limitation, any usury, lender liability or one-action claim, it is being fully, finally and irrevocably released by the Borrower, PAC REIT, each other Credit Party and each of their Subsidiaries as provided in Section 4.01 of this Agreement above.
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No Defenses or Claims. The Borrower Parties acknowledge and agree that, as of the Effective Date, they have no defenses, counterclaims, offsets, cross-complaints, causes of action, rights, claims or demands of any kind or nature whatsoever, including without limitation, any usury or lender liability claims or defenses, arising out of, connected with, or related to the Loan, any Loan Documents or the Collateral, or any past or present relationship between or among the Borrower Parties, the Lender, or any of their respective past, present and/or future Affiliates and, with respect to each of the foregoing, their respective past and present officers, directors, shareholders, partners, limited partners, members, representatives, principals, owners, Affiliates, attorneys, accountants, agents and employees, and their successors, heirs and assigns and each of them, that can be asserted either to reduce or eliminate all or any part of the Borrower’s liability for the Loan, or to seek affirmative relief or damages of any kind or nature from the Lender. The Borrower Parties further acknowledge that to the extent that any such claim should in fact exist, including without limitation, any usury or lender liability claim, it is being fully, finally and irrevocably released by the Borrower Parties as provided in Section 2(d) of this Amendment.
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No Defenses or Claims. In order to induce Lender to enter into this Agreement, Borrower acknowledges and represents to Lender that it has no defense, setoff, cause of action or claim of any kind against Lender on account of actions heretofore taken or not taken by Lender or otherwise, which can be asserted as a basis to seek affirmative relief or damages from Lender or to reduce or eliminate any obligations of Borrower to Lender.
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No Defenses or Claims. The Loan Parties, jointly and severally, hereby acknowledge and agree that they do not have any defense, counterclaim, offset, cross-complaint, claim, or demand of any kind or nature whatsoever, including without limitation any usury or lender liability claim or defense, arising out of the Loan Documents or any past relationship between or among the Loan Parties and the Bank that can be asserted by any of the Loan Parties, either to reduce or eliminate all or part of their liability for the obligations, or to seek affirmative relief or damages of any kind from the Bank. The Loan Parties, jointly and severally, further acknowledge that to the extent that any such claim should in fact exist, including without limitation any usury or lender liability claim, it is being fully, finally, and irrevocably released as provided in Section 5(f).
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No Defenses or Claims. BusinessMall and TheYPD, jointly and severally, hereby acknowledge and agree that neither of them have any defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever, including without limitation any usury or lender liability claim or defense, arising out of the Debt Instruments, any past relationship between or among them and the other Parties hereto, any actions of the other Parties in seeking to enforce the Debt Instruments, or otherwise, that can be asserted by either of them either to reduce or eliminate all or any part of their liability for the amounts owed or to seek affirmative relief or damages of any kind or nature from the other Parties hereto. BusinessMall and TheYPD, jointly and severally, further acknowledge that to the extent that any such claim should, in fact, exist, including without limitation any usury or lender liability claim, it is hereby fully, finally, and irrevocably released, as contemplated by Section 23 hereinbelow.
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No Defenses or Claims. Borrower represents and warrants to Lender that, as of the date hereof, Borrower has no claims, setoffs or defenses, nor rights to claims, setoffs or defenses, to the payment or to the performance of Borrower’s obligations under the Third Amended Note, the Loan Agreement or any of the other Loan Documents.
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Related to No Defenses or Claims

  • Audits, Investigations or Claims To the knowledge of the Company, no deficiencies for Taxes of the Company or the Company Subsidiary have been claimed, proposed or assessed by any taxing or other governmental authority. There are no pending or, to the knowledge of the Company, threatened audits, assessments or other Actions for or relating to any Liability in respect of Taxes of the Company or the Company Subsidiary, and there are no matters under discussion with any governmental authorities, or known to the Company, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company or the Company Subsidiary. Audits of federal, state, local and foreign Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Disclosure Schedule 3.23(c) and, except as set forth in such Disclosure Schedule, none of the Company, the Company Subsidiary and their predecessors have been notified that any taxing authority intends to audit a Tax Return for any other period.

  • No Claims SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

  • No Defenses The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

  • Disputes or Controversies The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.

  • Defenses The Reinsurer accepts, reinsures and assumes the Reinsured Risks subject to any and all defenses, set-offs and counterclaims to which the Ceding Company would be entitled with respect to the Reinsured Risks, it being expressly understood and agreed to by the Parties hereto that no such defenses, set-offs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer is and shall be fully subrogated in and to all such defenses, set-offs and counterclaims.

  • No Third Party Rights or Obligations No provision of this Agreement will be deemed or construed in any way to result in the creation of any rights or obligations in any Person not a Party to this Agreement.

  • Causes of Action All causes of action and claims (including, without limitation, all causes of action or claims arising in tort, by contract, by fraud or by concealment of material fact) against any Person for damages or injury to the Property or in connection with any transactions financed in whole or in part by the proceeds of the Loan (“Cause of Action”);

  • No Pending Governmental Actions No proceeding initiated by any Governmental Entity seeking an Injunction shall be pending.

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

  • No Other Claims Except for the claims and interest of the Collateral Agent and of the Purchase Contract Agent and the Holders in the Collateral Account, the Securities Intermediary (without having conducted any investigation) does not know of any claim to, or interest in, the Collateral Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Collateral Account or in any financial asset carried therein, the Securities Intermediary will promptly notify the Collateral Agent and the Purchase Contract Agent.

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