SURVIVAL, REAFFIRMATION, AND NO DEFENSES Clause Samples

SURVIVAL, REAFFIRMATION, AND NO DEFENSES. Each undersigned ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ agrees, in all capacities in which the signatory has executed the Agreement or any of the Loan Documents, as follows: A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations and warranties contained in the Agreement and the Loan Documents are true and correct, continue to be satisfied in all respects and are legal, valid and binding obligations. The undersigned hereby ratify, agree to and confirm the Agreement and the Loan Documents and consent to and acknowledge this Amendment. B. That payment of the Indebtedness is the valid obligation of ▇▇▇▇▇▇▇▇ and Guarantor and, as of the date hereof, Borrower and Guarantor have absolutely no defenses, claims, rights of set-off or counterclaims against Crestmark or the payment of the Indebtedness. This Amendment shall not impair the rights, remedies and Collateral given in the Agreement and the Loan Documents. C. That the liability of the undersigned howsoever arising or provided for in the Agreement and the Loan Documents is hereby reaffirmed.
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SURVIVAL, REAFFIRMATION, AND NO DEFENSES. Each undersigned Borrower and Validity Guarantor agrees, in all capacities in which the signatory has executed the Agreement or any of the Loan Documents, as follows: A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations and warranties contained in the Agreement and the Loan Documents are true and correct, continue to be satisfied in all respects and are legal, valid and binding obligations. The undersigned hereby ratify, agree to and confirm the Agreement and the Loan Documents and consent to and acknowledge the foregoing Amendment No. 4. B. That payment of the Indebtedness is the valid obligation of Borrower and Validity Guarantor and, as of the date hereof, Borrower and Validity Guarantor have absolutely no defenses, claims, rights of set-off or counterclaims against Crestmark or the payment of the Indebtedness. This Amendment No. 4 shall not impair the rights, remedies and Collateral given in the Agreement and the Loan Documents. C. That the liability of the undersigned howsoever arising or provided for in the Agreement and the Loan Documents is hereby reaffirmed.
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SURVIVAL, REAFFIRMATION, AND NO DEFENSES. Each signatory hereto, by execution hereof, respectively agrees, in all capacities in which each signatory has executed the Agreement or any of the Collateral Documents as follows: A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations, and warranties contained in the Agreement and/or Collateral Documents are true and correct, continue to be satisfied in all respects and are legal, valid, and binding obligations in full force and effect. The undersigned hereby ratify, agree to, and confirm that the Agreement and the Collateral Documents are in full force and effect, enforceable in accordance with their terms and are the binding obligations of the parties bound thereunder. B. That payment of the Indebtedness is the valid obligation of Borrowers and Guarantors and, as of the date hereof, Borrowers and Guarantors have absolutely no defenses, claims, rights of set-off or counterclaims against MHCA or the payment of the Indebtedness or the performance of Borrowers’ obligations under the Agreement and/or any Collateral Document. This Amendment No. 5 shall not impair the rights, remedies and Collateral given in the Agreement and the Collateral Documents. C. That the liability of the undersigned howsoever arising or provided for in the Agreement and the Collateral Documents is hereby reaffirmed.
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SURVIVAL, REAFFIRMATION, AND NO DEFENSES. Borrower agrees, in all capacities in which the signatory has executed the Loan Agreement or any of the Loan Documents, as follows: A. That, except as herein expressly modified or amended, all terms, conditions, covenants, representations and warranties contained in the Loan Agreement and the Loan Documents are true and correct, continue to he satisfied in all respects and are legal, valid and binding obligations. The undersigned hereby ratify, agree to and confirm the Loan Agreement and the Loan Documents and consent to and acknowledge the foregoing Amendment No. B. That payment of the Indebtedness is the valid obligation of Borrower and, as of the date hereof, Borrower has absolutely no defenses, claims, rights of set-off or counterclaims against Crestmark or the payment
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SURVIVAL, REAFFIRMATION, AND NO DEFENSES. Each undersigned Borrower and Guarantor agrees, in all capacities in which the signatory has executed the Agreement or any of the Loan Documents, as follows:
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Related to SURVIVAL, REAFFIRMATION, AND NO DEFENSES

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Survival of Representations and Agreements All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Survival of Representations Indemnification 4.1 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.