ACKNOWLEDGEMENT AND REPRESENTATIONS. Customer has read, understood and agrees to be bound by these Terms and Conditions. Customer acknowledges and understands that: (i) RITERATE ENERGY is not a local electricity distributor, local gas distributor or regulated utility and is not affiliated with Customer’s Utility;; and (ii) the price under this Agreement is not regulated by the Pennsylvania Public Utility Commission (“PUC”). Customer agrees and represents that currently, and throughout the Term: (i) Customer is not and will not be bound by another Energy supply agreement for the same supply service(s) that are the subject of this Agreement, to and for the Premises; (iii) Customer will not modify or revoke RITERATE ENERGY’s agency appointment and Customer will not appoint another party as its Energy agent or supplier; (iv) the total amount that Customer can expect to pay for Energy under this Agreement will vary based on the Customer’s consumption; (v) Customer is the account holder or the spouse of the account holder, or has the authority to bind the account holder and has represented such authority to RITERATE ENERGY; and (vi) all representations made and all information provided to RITERATE ENERGY in this Agreement are true, complete, accurate and correct and that RITERATE ENERGY is relying upon this information to enter into and perform this Agreement.
ACKNOWLEDGEMENT AND REPRESENTATIONS. In exchange for Workaway’s services in recruiting me for possible employment in the United Sates, I (hereinafter referred to as “Applicant”) acknowledge, represent, and agree to the following:
ACKNOWLEDGEMENT AND REPRESENTATIONS. To induce Lender to execute, deliver and perform this Agreement, Borrower and Guarantor acknowledge, represent and warrant to Lender (a) that the Note and other Loan Documents, as amended hereby, are in full force and effect and constitute valid and enforceable obligations of Borrower and Guarantor, as of this date, free from any defenses, set-off, claims, counterclaims or causes of action of any kind or nature whatsoever by Borrower against Lender or any of Lender’s directors, officers, employees, agents or attorneys; (b) that, after giving effect to this modification, no Default (as defined in the Security Deed) or event that with the passage of time or giving of notice would constitute a Default under the Loan Documents has occurred; (c) that all representations and warranties contained in the Loan Documents are true and correct in all material respects as of this date, all necessary action to authorize the execution and delivery of this Agreement and the other documents executed in connection with the modification of the Loan (collectively, the “Loan Modification Documents”) have been taken, and this Agreement is a modification of an existing obligation and is not a novation; (d) that this Agreement is not being made or entered into with the actual intent to hinder, delay or defraud any entity or person, and after giving effect to the indebtedness and obligations, direct and contingent, represented by the Loan Documents, as amended by this Agreement and the other Loan Modification Documents, and the consummation of the transactions contemplated thereby and hereby, and Borrower and Guarantor are able to, and anticipate that they will be able to, meet their debts as they mature and have adequate capital to conduct the business in which they are or propose to be engaged; (e) that the financial statements of Borrower and Guarantor delivered to Lender in connection herewith are true, correct and complete in all material respects, have been prepared in accordance with sound accounting principles consistently applied, fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof, and to the best of Borrower’s and Guarantor’s knowledge, there has been no material change of Borrower’s or Guarantor’s financial condition from the financial condition of Borrower or Guarantor (as the case may be) indicated in such financial statements; (f) no action or proceeding, including, without limitation, a voluntary or involunt...
ACKNOWLEDGEMENT AND REPRESENTATIONS. (a) Each of the Buyer Entities knowingly, willingly, irrevocably and expressly acknowledges, understands, covenants and agrees, on its own behalf and on behalf of the Buyer Group, that (i) such Persons have conducted to their respective full satisfaction an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, contracts and prospects of the Company Group, and, in making its determination to proceed with the Transactions, the Buyer Entities have relied solely on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article 3 and the Blockers expressly and specifically set forth in Article 4, in each case, as qualified by the Disclosure Schedules, the Seller Closing Certificate, the Buyer Closing Certificate (as applicable) or the Designated Ancillary Agreements and (ii) (A) none of Buyer, any other Buyer Entity or any other member of the Buyer Group has relied on, is relying on, or will rely on the accuracy or completeness of any other representation, warranty, information, statements, disclosures or materials, in each case whether written or oral, provided by, or as part of, any of the foregoing or any other Seller Party or Company Entity of any kind or nature expressed or implied (including any Company Projections) and (B) to induce the Seller Parties to enter into and approve this Agreement, as applicable, each Buyer Entity waives, on behalf of itself and each member of the Buyer Group any right Buyer or any such member of the Buyer Group has or may have against any Seller Party, or any other Person, with respect to any inaccuracy in any representation, warranty, statement or information referenced in this paragraph or with respect to any omission, on the part of any member of the Company Group or any other Seller Party or any Representative of any of the foregoing, of any potentially material information other than the representations and warranties of the Company expressly and specifically set forth in Article 3 and the Blockers expressly and specifically set forth in Article 4, in each case, as qualified by the Disclosure Schedules, the Seller Closing Certificate or the Designated Ancillary Agreements. Each of the Buyer Entities knowingly, willingly, irrevocably and expressly acknowledges, understands, covenants, and agrees, on its own behalf and on behalf of the ...
ACKNOWLEDGEMENT AND REPRESENTATIONS. (a) The undersigned is a Stockholder and understands and acknowledges that, pursuant to Section 8.2(j) of the Merger Agreement, the undersigned’s entering into this Investment Agreement is a condition to the Parent’s obligation to consummate the transaction contemplated by the Merger Agreement.
(b) The undersigned represents and warrants that (i) the undersigned is an accredited investor (as such term is defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended), (ii) it is acquiring the Parent Common Stock for investment for its own account and not with the view to any distribution thereof, (iii) it has substantial experience investing in private placement transactions of securities in companies similar to the Parent and can protect its own interests, (iv) it has such knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of its investment in the Parent, (v) it has had an opportunity to ask questions of, and receive answers from, the officers of the Parent concerning the Merger Agreement, the exhibits and schedules attached thereto, and the transactions contemplated thereby, as well as the Parent’s business, management and financial affairs, which questions were answered to its satisfaction, and (vi) it believes that it has received all the information it considers necessary or appropriate for deciding whether to participate in the private placement.
ACKNOWLEDGEMENT AND REPRESENTATIONS. Customer has read, understood and agrees to be bound by these Terms and Conditions. Customer acknowledges and understands that: (i) Planet is not a local electricity distributor, local gas distributor or regulated utility and is not affiliated with Customer’s Utility; (ii) Customer’s Utility’s rate for Energy may vary during the Term (defined below in section 6) of the Agreement and may be greater or less than the Price (defined below in section 4); and (iii) the Price under this Agreement is not regulated by the Ontario Energy Board (“OEB”). Customer agrees and represents that currently, and throughout the Term: (i) Customer is not and will not be bound by another Energy supply agreement for and to the Premises; (ii) Customer will not modify or revoke Planet’s agency appointment and Customer will not appoint another party as its Energy agent or supplier; (iii) the total amount that Customer can expect to pay for Energy under this Agreement will vary based on the Price and Customer’s consumption; (iv) Customer is the account holder or the spouse of the account holder, or has the authority to bind the account holder and has represented such authority to Planet; (v) Customer confirms and acknowledges that Customer uses less than 50,000 m3 of Gas and/or 150,000 kWh of Electricity per year (“Low-Volume Consumer”); and (vi) all representations made and all information provided to Planet in this Agreement are true, complete, accurate and correct and that Planet is relying upon this information to enter into and perform this Agreement.
ACKNOWLEDGEMENT AND REPRESENTATIONS. Each party represents and warrants that (i) the execution, delivery and/or performance of this Agreement will not conflict with or result in any breach of any provision of its charter or by-laws or any agreement, contract or legally binding commitment or arrangement to which it is a party, and (ii) it is not subject to any limitation or restriction (including, without limitation, non-competition, and confidentiality arrangements) which would prohibit, restrict or impede the performance of any of its obligations under this Agreement. CWI is acting as an independent sales agent of the Company and, the Company and CWI agree that this Agreement does not constitute the parties as principal and agent, a joint venture, partnership, employment or similar relationship among the parties, and, unless authorized in writing, neither the Company nor CWI shall make any express or implied agreements, guarantees or representations, or incur any indebtedness or obligations, in the name of or on behalf of the other.
ACKNOWLEDGEMENT AND REPRESENTATIONS
