Acknowledgement of Existing Obligations. (a) Lazard Group hereby acknowledges that it will comply with its obligations with respect to the Funds managed by LAI Holdings or its Subsidiaries existing as of the date hereof, which obligations are set forth on Schedule 3.9(a).
(b) Notwithstanding Section 3.8, Lazard Group hereby agrees that it will, and will cause its applicable Subsidiaries, to comply with the covenants under the agreements for the Funds managed by LAI Holdings or its Subsidiaries, which covenants and agreements and applicable Subsidiaries are set forth on Schedule 3.9(b) and relate to (i) allocation of certain investment opportunities and restrictions on forming funds with the same investment parameters and (ii) with respect to certain funds targeted to make investments in a specific sector or industry, restrictions on accepting certain assignments relating to the purchase or sale of assets, properties or companies in such sector or industry. To the extent that any covenant set forth on Schedule 3.9(b) would require an employee or managing director of Lazard Group or any of its Subsidiaries to comply with such covenant, and LAI Holdings or its Subsidiaries shall have informed Lazard Group of such covenant, Lazard Group shall use commercially reasonable efforts to cause such employees or managing director to comply with such covenants, including by notifying such employee or managing director of such covenant.
Acknowledgement of Existing Obligations. 1.1 Acknowledgements of obligations under Existing Loan Agreement. Borrower hereby acknowledges and agrees that Silicon Valley Bank provided Borrower with the Existing Loans under the Existing Loan Agreement. The Existing Loans consist of the Existing Revolving Loans, which have an outstanding principal balance as of the date hereof of $376,997.82 (the "Existing Obligations"). Borrower further acknowledges and agrees that the Existing Obligations remain unpaid, constitute valid and existing debt obligations of Borrower, that Borrower has no defenses to its obligation to pay the Existing Obligations and that Borrower has no right to any offset or other deduction from the Existing Obligations.
Acknowledgement of Existing Obligations. Delaco and Chattem acknowledge that indemnification obligations to one another exist under the Sale Agreement, and also acknowledge that for a period after the Sale Date, Dexatrim(R) products distributed by both companies were available for consumer purchase in the over the counter pharmaceutical market. In many of the Dexatrim Litigations, Plaintiffs have identified both Chattem and Delaco as the distributor of the Dexatrim(R) product allegedly ingested. Significant time and expenses would be required in an effort to determine which Party distributed each Dexatrim(R) product. In an effort to resolve that issue fairly and efficiently and for settlement purposes only, the Parties have agreed to allocate between themselves the potential liability to Plaintiffs and Codefendant Claimants. Accordingly, (a) Chattem has included all persons who allege injuries based on ingestion of Dexatrim(R) occurring on or after the Sale Date as members of the class of claimants in its Class Action Settlement, (b) the Trust shall assume the potential liability as between the Parties to Dexatrim Product Users who allege injuries occurring before the Sale Date, and (c) the Trust shall assume the responsibility for payment, indirectly through payment to Chattem of the Settlement Payment, of the Post-Sale Date Dexatrim Claims of Plaintiffs and Codefendant Claimants to the extent such claimants allege injuries occurring during the time period between the Sale Date and June 30, 1999.
Acknowledgement of Existing Obligations. Farms hereby acknowledges, agrees and affirms its continuing obligations under the Employment Agreement in its entirety, including the obligation to pay all deferred compensation and all other benefits due Xxxxx, if any, that will accrue or have accrued, whether currently owing, owing in the future or presently past due prior to the execution hereof. More specifically, without limiting the generality of the forgoing, Employee shall be entitled to receive all monetary compensation, accrued but unused vacation and sick leave pay, indebtedness owed by the Companies to him, reimbursement for reasonable and necessary business expenses previously incurred, all rights granted in the Employment Agreement with respect to insurance, all amounts to which the he is entitled under any Profit Sharing Plan of the Companies and all other benefits not specified herein to which he may be entitled throughout the entire Term of the Employment Agreement.
Acknowledgement of Existing Obligations. Borrowers hereby acknowledge, confirm and agree that (a) each of them are directly obligated to Lender for all Obligations (as such term is defined in the Existing Loan Agreement), all of which Obligations are unconditionally owing by Borrowers to Lender without offset, defense or counterclaim of any kind, nature or description whatsoever, (b) all of such Obligations are secured by a valid, enforceable and (unless otherwise specifically consented to in writing by Lender) perfected security interests in all "Collateral" (as defined in the Existing Loan Agreement) and all other property securing such Obligations, (c) the outstanding amount of the Revolving Loans, Letter of Credit Accommodations and Obligations (as each of such terms is defined in the Existing Loan Agreement) shall be and are included in and shall be part of, respectively, the Revolving Loans, Letter of Credit Accommodations and Obligations pursuant to this Agreement, and (d) nothing contained in this Agreement, the transactions in connection herewith or otherwise shall in any manner be construed to constitute payment or satisfaction or impair, cancel, extinguish, terminate or constitute a novation of any Borrower's or any Obligor's indebtedness, obligations or liabilities to Lender arising under or evidenced by the existing Loan Agreement or otherwise or (except as excluded from the description of the Collateral in Section 5.1 hereof or to the extent included in Excluded Collateral as described in Section 5.2 hereof), with respect to the security interests and liens securing such indebtedness, obligations and liabilities.
