Common use of Acknowledgments by Borrowers Clause in Contracts

Acknowledgments by Borrowers. Each Borrower acknowledges, confirms, represents and warrants, and agrees that: (a) Except as provided herein, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect, and each Borrower hereby (x) ratifies, confirms and reaffirms all and singular of the terms and conditions of the Credit Agreement and the other Loan Documents, and (y) represents and warrants that: (i) as of the date the Borrower executes this Amendment, no Default or Event of Default exists, and no Default or Event of Default will exist as of the Effective Date or as of the Taberna Closing Date. (ii) the representations and warranties made by the Borrowers in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date and as of the Taberna Closing Date, except as to matters which speak to a specific date and for changes in the ordinary course to the extent permitted and contemplated by the Credit Agreement and this Amendment. (iii) the Borrower has the power and authority and legal right to execute, deliver and perform this Amendment, and has taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the Borrower is duly authorized to do so. (iv) this Amendment has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (b) The consummation of the Taberna Acquisition does not and will not constitute a breach of or default under any agreement to which any Borrower is a party or by which any Borrower or its assets may be bound, other than those as to which written waivers have been obtained (copies of which shall have been provided by the Borrowers to the Administrative Agent). (c) The Borrowers shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Administrative Agent in connection with this Amendment and all previous matters relating to the Credit Agreement and the Borrowers’ relationship with the Administrative Agent and the Lenders.

Acknowledgments by Borrowers. Each Borrower acknowledgesThe Borrowers acknowledge, confirms, represents confirm and warrants, and agrees agree that: (a) This Amendment is a Loan Document, and all references in any Loan Document to the Borrowers’ Obligations shall mean and include the Obligations as amended by this Amendment. (b) Except as provided herein, the terms and conditions of the Credit Loan Agreement and the other Loan Documents remain in full force and effect, and each Borrower the Borrowers hereby (x) ratifiesratify, confirms confirm and reaffirms reaffirm all and singular of the terms and conditions of the Credit Loan Agreement and the other Loan Documents, and (y) represents represent and warrants warrant that: (i) as of the date the Borrower executes this Amendment, no Default or Event of Default existsexists as of the date the Borrowers execute this Amendment, and no nor will a Default or Event of Default will exist as of the Effective Date or as of the Taberna Closing Date. (ii) the representations and warranties made by the Borrowers in the Credit Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof, and will be true and correct in all material respects as of the Effective Date and as of the Taberna Closing Date, except as to (1) matters which speak to a specific date and for date, (2) changes in the ordinary course to the extent permitted and contemplated by the Credit Agreement Loan Agreement, and (3) as reflected in the updated Exhibits annexed to this Amendment. (iii) the Borrower has Borrowers have the power and authority and legal right to execute, deliver and perform this Amendment, and has have taken all necessary action to authorize the execution, delivery, and performance of this Amendment, and the person executing and delivering this Amendment on behalf of the each Borrower is duly authorized to do so. (iv) this Amendment has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the BorrowerBorrowers, enforceable against the Borrower Borrowers in accordance with its terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at law or a suit in equity. (bv) The consummation ▇▇▇▇▇▇▇▇ ▇, ▇, ▇, ▇, ▇, ▇, and K attached hereto are true, correct, and complete updates as of the Taberna Acquisition does not and will not constitute a breach Effective Date of or default under any agreement to which any Borrower is a party or by which any Borrower or its assets may be bound, other than those as to which written waivers have been obtained (copies of which shall have been provided by the Borrowers corresponding Exhibits to the Administrative Agent)Loan Agreement. (c) The Borrowers shall promptly pay upon receipt of an invoice or statement therefor the reasonable attorneys’ fees and expenses and disbursements incurred by the Administrative Credit Agent and the Lenders in connection with this Amendment and all previous any prior matters relating involving the Loan. (d) Each Borrower acknowledges that it has no defenses, set offs or counterclaims with respect to any of its obligations to the Credit Agreement Agent or the Lenders, and hereby releases, waives, and forever relinquishes all claims, demands, obligations, liabilities, and causes of action whatever kind or nature, whether known or unknown, which it has or may have as of the Borrowers’ relationship date hereof and as of the Effective Date against the Credit Agent or any Lender, or their respective affiliates, officers, directors, employees, agents, attorneys, independent contractors, and predecessors, together with their successors and assigns, directly or indirectly arising out of or based upon any matter connected with the Administrative Agent and Loan Agreement or the Lendersadministration thereof or the obligations created thereby (including pursuant to this Amendment).