Acknowledgement and indemnity Sample Clauses

Acknowledgement and indemnity. (a) The Contractor acknowledges that: (i) the Confidential Information will include information that is secret and highly confidential to the Principal, its related bodies corporate and its personnel (Indemnified Parties); (ii) disclosure of the Confidential Information in breach of the Contractor’s obligations in relation to the Confidential Information could cause considerable commercial and financial detriment to the Indemnified Parties; and (iii) damages may be inadequate compensation for breach of this Contract and, subject to a court’s discretion, the Indemnified Parties may restrain by injunction or similar remedy any conduct or threatened conduct which is or will be a breach of the Contractor’s obligations in relation to the Confidential Information. (b) The Contractor shall be liable for and indemnify the Indemnified Parties in relation to any claim that the Indemnified Parties is liable for in respect of any breach of this clause 19.
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Acknowledgement and indemnity. The Subscriber acknowledges that he understands the meaning and legal consequences of the representations and the warranties contained herein, and the Subscriber hereby agrees to indemnify and hold harmless the Company and the Manager and their respective officers, directors, members, managers, partners, employees, agents and affiliates from and against any and all loss, damage or liability due to or arising out of a breach or misrepresentation of any representation or warranty of the Subscriber.
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Acknowledgement and indemnity. The Contractor acknowledges that: the Confidential Information will include information that is secret and highly confidential to the Principal, its related bodies corporate and its personnel (Indemnified Parties); disclosure of the Confidential Information in breach of the Contractor’s obligations in relation to the Confidential Information could cause considerable commercial and financial detriment to the Indemnified Parties; and damages may be inadequate compensation for breach of this Contract and, subject to a court’s discretion, the Indemnified Parties may restrain by injunction or similar remedy any conduct or threatened conduct which is or will be a breach of the Contractor’s obligations in relation to the Confidential Information. The Contractor shall be liable for and indemnify the Indemnified Parties in relation to any claim that the Indemnified Parties is liable for in respect of any breach of this clause 23.
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Acknowledgement and indemnity. (a) The Employee acknowledges that it is aware that any breach of the Employee’s duty of confidentiality under this Agreement will result in the Employer suffering damage. (b) The Employee indemnifies the Employer against all losses, damages, expenses and legal costs (on a solicitor and own client basis and whether incurred by or awarded against the Employer) that the Employer may reasonably sustain or incur as a result, whether directly or indirectly, of any breach by the Employee of its duty of confidentiality under this Agreement.
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Acknowledgement and indemnity. ‌ 6.1 The Recipient acknowledges that it is aware that any breach of this Confidentiality Agreement may result in the Disclosing Party suffering loss and damage. 6.2 The Recipient shall indemnify the Disclosing Party against all expenses, losses, damages and legal costs (on a solicitor and own client basis) that the Disclosing Party may sustain or incur as a direct result of any breach by the Recipient of this Confidentiality Agreement. 6.3 Without prejudice to any other rights or remedies that the Disclosing Party may have, the Recipient acknowledges and agrees that damages may not be an adequate remedy for any breach by the Receiving Party of the provisions of this Confidentiality Agreement and that accordingly the Disclosing Party shall be entitled, without proof of special damages, to seek an injunction and any other equitable relief or remedy for any threatened or actual breach of the provisions of this Confidentiality Agreement by the Recipient.
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Acknowledgement and indemnity. 5.1 The Recipient acknowledges that it is aware that any breach of this Deed may result in the Vendor or Vendor’s Agent suffering damage. 5.2 The Recipient indemnifies each of the Vendor, Agent and advisors against all losses, damages, expenses and legal costs (on a solicitor and own client basis and whether incurred by or awarded against the Vendor or Vendor’s Agent) that they may sustain or incur as a result, whether directly or indirectly, of any breach by the Recipient or any Representative of this Deed.
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Acknowledgement and indemnity. The Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and the warranties contained herein, and the Subscriber hereby agrees to indemnify and hold harmless the Company and the Manager and their respective officers, directors, members, managers, partners, employees, agents and Affiliates from and against any and all loss, liability, claims, damages, costs and expenses including reasonable attorneys' fees, which any of them may incur by reason of Subscriber’s failure to fulfill all of the terms and conditions of this Subscription Agreement or by reason of Subscriber’s failure to meet the Accredited Investor requirements for investment under Rule 506(c).
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Acknowledgement and indemnity. 6.1. The Marketing Partner acknowledges that a serious breach of this Agreement by the Marketing Partner may result in substantial loss or damage to Echo. 6.2. Subject to clause 6.3, the Marketing Partner indemnifies Echo against all expenses, losses, damages and costs (on a solicitor and own client basis and whether incurred by or awarded against Echo) that Echo may sustain or incur, directly arising out of: (a) any un-remedied breach of this Agreement or any express warranty by the Marketing Partner set out in this Agreement including, but not limited to, a breach in respect of which Echo exercises an express right to terminate this Agreement; (b) any negligence, breach of applicable law , fraud or wilful misconduct by the Marketing Partner, and any claim made by a third party against Echo directly as a result. 6.3. To the full extent permitted by law, the Marketing Partner is not liable (whether in negligence or otherwise) to Echo for any consequential loss in connection to any breach under clause 6.2, including loss of profits, loss of revenue, loss of data, damage to goodwill, loss of anticipated profit, loss of opportunity or damages for lost opportunity . 6.4. The Marketing Partner's total liability to Echo under or in connection with this Agreement must not exceed 100% of the amounts paid by Echo under clause 5.1. 6.5. The Marketing Partner acknowledges that it has been provided the opportunity to seek independent legal advice regarding this Agreement. 6.6. Echo acknowledges that a serious breach of this Agreement by Echo may result in substantial loss or damage to the Marketing Partner. 6.7. Echo indemnifies the Marketing Partner against all expenses, losses, damages and costs (on a solicitor and own client basis and whether incurred by or awarded against the Marketing Partner) that the Marketing Partner may sustain or incur, directly arising out of: (a) any un-remedied breach of this Agreement or any express warranty by Echo set out in this Agreement including, but not limited to, a breach in respect of which the Marketing Partner exercises an express right to terminate this Agreement; (b) the Products or any Product Installation; and (c) any negligence, breach of applicable law, fraud or wilful misconduct by Echo or their nominated agents, and any claim made by a third party against the Marketing Partner directly as a result, including in relation to the Product Installations. 6.8. Each party must do anything reasonably required by the other par...
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Related to Acknowledgement and indemnity

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 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 Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • ACKNOWLEDGEMENT AND CONFIRMATION Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Acknowledgements and Agreements You agree, accept and acknowledge the following: (a) THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. (b) The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” (c) All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons. (d) 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, to the extent permitted by the Plan. (e) The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. (f) All decisions regarding future Awards, if any, will be at the discretion of the Company. (g) You are voluntarily participating in the Plan. (h) The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation. (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments. (j) Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary. (k) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. (l) For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence). (m) Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law). (n) No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any. (o) The following provisions apply if you are providing services outside the U.S.: (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose. (ii) None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Acknowledgement of Risks Client hereby acknowledges, that: (i) Digital Assets are not legal tender, are not backed by any government, and are not subject to protections afforded by the Federal Deposit Insurance Corporation or Securities Investor Protection Corporation; (ii) Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and/or value of Digital Assets; (iii) transactions in Digital Assets are irreversible, and, accordingly, Digital Assets lost due to fraudulent or accidental transactions may not be recoverable; (iv) certain Digital Assets transactions will be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Client initiates the transaction or such transaction enters the pool; (v) the value of Digital Assets may be derived from the continued willingness of market participants to exchange any government issued currency (“Fiat Currency”) for Digital Assets, which may result in the permanent and total loss of value of a Digital Asset should the market for that Digital Asset disappear; (vi) the volatility of the value of Digital Assets relative to Fiat Currency may result in significant losses; (vii) Digital Assets may be susceptible to an increased risk of fraud or cyber-attack; (viii) the nature of Digital Assets means that any technological difficulties experienced by a Coinbase Entity may prevent the access or use of Client Digital Assets; and (ix) any bond or trust account maintained by Coinbase Entities for the benefit of its customers may not be sufficient to cover all losses (including Losses) incurred by customers.

  • ACKNOWLEDGEMENT OF TERMS The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

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