Acknowledgement and Agreement. By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2023-2 SUBI Certificate and the 2023-2 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor 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 Transferee under this Agreement.
Acknowledgement and Agreement. Each of the parties and signatories hereto (i) hereby acknowledges and agrees to the sale, assignment and assumption set forth in clause (a) above, (ii) expressly waives any notice or other applicable requirements set forth in any Transaction Document as a prerequisite or condition precedent to such sale, assignment and assumption (other than as set forth herein) and (iii) acknowledges and agrees that this Section 2 is in form and substance substantially similar to a Transfer Supplement.
Acknowledgement and Agreement. Xxxxxxx (on the one hand) and the Bidder (on the other hand) each acknowledges and agrees that:
(a) the other party and its Related Companies have incurred and will continue to incur significant costs and expenses in pursuing the Transaction including:
(i) advisory costs;
(ii) costs of management and directors’ time;
(iii) in respect of the Bidder, funding costs;
(iv) out of pocket expenses; and
(v) opportunity costs of pursuing the Transaction or in not pursuing alternative transactions or business opportunities;
(b) the costs and expenses actually incurred by each party and its Related Companies are of such nature that they cannot accurately be ascertained;
(c) the Break Fee and Reverse Break Fee are not penalties but, rather, each are liquidated damages based on a genuine and reasonable estimate of the costs and expenses that have been or will be actually incurred by the relevant party and its Related Companies in pursuing the Transaction;
(d) the parties have negotiated the inclusion of this clause 15 in this Agreement and would not have entered into this Agreement without it; and
(e) each party has received external legal and financial advice in relation to this clause 15 and has concluded that it is reasonable and appropriate for it to agree to payment of the Break Fee or Reverse Break Fee (as applicable) in the circumstances described in clauses 15.2 or 15.3 (as applicable) in order to secure the other party’s entry into this Agreement.
Acknowledgement and Agreement. By electronically accepting the Notice, the Grantee: (a) acknowledges receipt of and represents that the Grantee has read and is familiar with the Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the award, (b) accepts the award subject to all of the terms and conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Notice, this Agreement or the Plan.
Acknowledgement and Agreement. The Student and the Parent hereby acknowledge and agree to the terms and conditions of the foregoing Laptop Contract and the provided Acceptable Use Policy and understand that there will be consequences for any breaches of the Laptop Contract and/or the Acceptable Use Policy. The Student shall not be issued a laptop until the Student and Parent have signed and returned this acknowledgement to the School.
Acknowledgement and Agreement. The Company and Optionee are parties to a Nonqualified Stock Option Agreement (the “Prior Agreement”), made as of (the “Date of Grant”). The parties acknowledge that the purpose of this Agreement, which is an amendment and restatement of the Prior Agreement, is to modify the vesting provisions of the Prior Agreement to read as set forth in Section 5 of this Agreement, provided that nothing contained in this Agreement shall (a) constitute a new grant of the option granted to Optionee under the Prior Agreement or (b) otherwise affect the Date of Grant. In consideration of the modified vesting provisions as set forth in Section 5 of this Agreement, Optionee releases the Company, each of its Subsidiaries and Affiliates, and Cortec, and each of their respective successors or assigns, and each partner, officer, director and employee of each of them, from any claim, liability or obligation arising out of or relating to the Prior Agreement. This Agreement shall completely amend, restate and replace the Prior Agreement as of the date hereof.
Acknowledgement and Agreement. By execution below, the Transferor expressly acknowledges and consents to the pledge of the 20[__]-[__] SUBI Certificate and the 20[__]-[__] SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor 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 Transferee under this Agreement.
Acknowledgement and Agreement. Each Loan Party listed below hereby acknowledges that it has reviewed the First Amendment to Credit Agreement dated as of June 23, 2014 (the “First Amendment”) to which this Acknowledgement and Agreement is attached as an exhibit and hereby consents to the execution, delivery and performance thereof by the Borrower. Each Loan Party hereby confirms its obligation under each Loan Document to which it is a party and agrees that, after giving effect to the First Amendment, neither the modification of the Credit Agreement or any other Loan Document effected pursuant to the First Amendment, nor the execution, delivery, performance or effectiveness of the First Amendment or any other Loan Document impairs the validity or effectiveness of any Loan Document to which it is a party or impairs the validity, effectiveness or priority of the Liens granted pursuant to any other Loan Document to which it is a party or by which it is otherwise bound.
Acknowledgement and Agreement. The Administrative Agent shall have received a fully executed Acknowledgement and Agreement from the Loan Parties (with the exception of Borrower), dated as of the date hereof, substantially in the form of Exhibit B hereto.
