Acknowledgement and Representation Clause Samples

Acknowledgement and Representation. Each Party understands that the Services provided hereunder are transitional in nature. Each Party understands and agrees that the other Party is not in the business of providing Services to third parties and, except as set forth in Section 6.02, that neither Party has any interest in continuing (i) any Service beyond the Applicable Termination Date or (ii) this Agreement beyond the expiration of all Applicable Termination Dates or the termination of all Services in accordance with Section 6.04. As a result, the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that each Party is not in the business of providing Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and neither Party would be able or willing to provide the Services without the protections provided by such allocations and limitations. During the term of this Agreement, each Party agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems to enable a transition to its own internal organization or other third-party providers of the Services and agrees to use its reasonable good faith efforts to reduce or eliminate its and its Affiliates’ dependency on the other Party’s provision of the Services as soon as is reasonably practicable.

Acknowledgement and Representation. 2.1 Each of the Coustas Entities acknowledges he or it has received and reviewed the Management Agreement. 2.2 Each of the Coustas Entities hereby represents and warrants that as of the date of this Agreement, collectively the Coustas Entities (a) own at least 80% of the capital stock of the Manager and (b) hold at least 80% of the voting power of the outstanding capital stock of the Manager considered for this purpose as a single class.

Acknowledgement and Representation. ​ 2.1 Each of the Coustas Entities acknowledges he or it has received and reviewed the Management Agreement and the Brokerage Services Agreement. ​ 2.2 Each of the Coustas Entities hereby represents and warrants that as of the date of this Agreement, collectively the Coustas Entities (a) own at least 80% of the capital stock of the Manager and (b) hold at least 80% of the voting power of the outstanding capital stock of the Manager considered for this purpose as a single class. ​ 2.3 Each of the Coustas Entities hereby represents and warrants that as of the date of this Agreement, collectively the Coustas Entities (a) own at least 80% of the capital stock of the Brokerage Company and (b) hold at least 80% of the voting ​ power of the outstanding capital stock of the Brokerage Company, considered for this purpose as a single class. ​

Acknowledgement and Representation. Notwithstanding anything that may be expressed or implied in this Letter Agreement, the addressee, by its acceptance of the benefits of this Letter Agreement, covenants, agrees and acknowledges that no Person other than Court Square shall have any obligation hereunder and that, notwithstanding that Court Square may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of Court Square, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of Court Square or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing, as such, for any obligations of Court Square under this Letter Agreement or any document or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation.

Acknowledgement and Representation. The undersigned acknowledges and agrees on behalf of the Requester that the submission of this Request for Expansion Firm Service is a binding offer to contract for any Expansion Firm Service that is awarded by Alliance to the Requester, and confirms on behalf of the Requester that the Requester will execute and deliver to Alliance a Precedent Agreement for Firm Transportation Service (Expansion Capacity) in the form attached to Alliance Canada’s Binding Open Season March 28 – May 30, 2018 document without amendment or modification. The undersigned represents and confirms that he/she has the capacity and authority to submit this Request for Expansion Firm Service and to bind the Requester thereby. Dated this day of , 2018 Name of Requester Per: Signature Name Title

Acknowledgement and Representation. MiniMed understands and acknowledges that this Agreement is transitional in nature. MiniMed further understand and agrees that Medtronic is not in the business of providing sourcing, manufacturing, supply, and support services (“Manufacturing and Supply Services”) to third parties and, except as expressly set forth in the Unity Project Order (and only subject to the terms and conditions contained therein), Medtronic does not have any interest in, nor does it intend to, continue providing any of the Manufacturing and Supply Services beyond the initial term set forth in each Project Order. As a result, the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that Medtronic is not in the business of providing Manufacturing and Supply Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and Medtronic would not be able or willing to provide the Manufacturing and Supply Services without the protections provided by such allocations and limitations. During the Term, MiniMed agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems, and to obtain all necessary regulatory permits, to enable a transition to its own internal organization or other third-party providers of the Manufacturing and Supply Services and agrees to use its reasonable good faith efforts to reduce or eliminate its and its Affiliates’ dependency on Medtronic’s provision of the Manufacturing and Supply Services as soon as is reasonably practicable.

Acknowledgement and Representation. Notwithstanding anything that may be expressed or implied in this letter agreement, Parent covenants, agrees and acknowledges that no Person other than OEP shall have any obligation to capitalize Parent hereunder and that, notwithstanding that OEP is a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any current or future officer, agent or employee of OEP, against any current or future general or limited partner of OEP or against any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise. Without limiting the generality of the foregoing, it is expressly agreed and acknowledged by Parent that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of OEP or any current or future general or limited partner of OEP or any current or future director, officer, employee, general or limited partner, member, affiliate or assignee of any of the foregoing, as such for any obligations of OEP under this letter agreement or any documents or instruments delivered in connection herewith or for any claim relating to, based on, in respect of or by reason of such obligations or their creation.

Acknowledgement and Representation. The undersigned acknowledges and agrees on behalf of the Requester that the submission of this Request for Term Extension of Existing Firm Service is a binding offer of the Requester to contract for any Term Extension of Existing Firm Service that is awarded by Alliance to the Requester. The undersigned represents and confirms that he/she has the capacity and authority to submit this Request for Term Extension of Existing Firm Service and to bind the Requester thereby. Dated this day of , 2018 Name of Requester Per: Signature Name Title

Acknowledgement and Representation. By using the Services you acknowledge and agree that: (a) We retain complete editorial control over the Services and may amend, alter or remove content or cease the operation of the Services at any time at our absolute discretion. (b) The Services may not operate on a continuous basis and may be unavailable from time to time including for any maintenance purposes; and (c) We own all intellectual property rights in the Services and nothing in these Terms of Use constitutes a transfer of any intellectual property rights between You and Us.