Acknowledgement of Parties. The Company and the Executive understand and acknowledge that this Agreement means that neither can pursue an action against the other in a court of law regarding any employment dispute, except for claims involving workers’ compensation benefits or unemployment benefits, and except as set forth elsewhere in this Agreement, in the event that either party notifies the other of its demand for arbitration under this Agreement. The Company and the Executive understand and agree that this Section 3.5, concerning arbitration, shall not include any controversies or claims related to any agreements or provisions (including provisions in this Agreement) respecting confidentiality, proprietary information, non-competition, non-solicitation, trade secrets, or breaches of fiduciary obligations by the Executive, which shall not be subject to arbitration.
Acknowledgement of Parties. The parties hereto acknowledge and agree that, for U.S. federal income tax purposes, financial accounting and other purposes, the parties will treat the Advances and the Notes as indebtedness and not an equity interests in the Borrower unless otherwise required by Applicable Law.
Acknowledgement of Parties. The parties hereto acknowledge and agree that, for all tax purposes, financial accounting and other purposes the Notes will constitute indebtedness and not an ownership interest in the Borrower.
Acknowledgement of Parties. Each party acknowledges that he or it has voluntarily and knowingly entered into an agreement to arbitration under this Section by executing this Agreement.
Acknowledgement of Parties. The parties to this Agreement acknowledge and agree that in relation to any payment obligation of the Borrower under the Transaction Documents which is to be funded from the Assets of the Trust:
(a) the NZ Manager is responsible for taking all steps necessary to facilitate the payment on behalf of the Borrower (including the management of all bank accounts held in the Borrower’s name) and ensuring that the payment is made in accordance with the terms of the Transaction Documents;
(b) the Borrower agrees to sign any documents and do anything reasonably requested by the NZ Manager in connection with such payment; and
(c) without prejudice to its obligations under paragraph (a) above, the NZ Manager shall have no personal liability for payment of the relevant amount due and payable by the Borrower under the relevant Transaction Documents. [Signature pages follow]
Acknowledgement of Parties. If Pledgor shall, as a result of its ownership of the Pledged Securities, become entitled to receive or shall receive any limited liability company interest certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Securities, or otherwise in respect thereof, Pledgor shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender in the exact form received, duly endorsed by Pledgor to Lender, if required, together with an undated limited liability company power covering such certificate duly executed in blank and with, if Lender so requests, signature guaranteed, to be held by Lender hereunder as additional security for the Debt. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of Issuer shall be paid over to Lender, to be held by it hereunder as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities in each case pursuant to (a) any such liquidation or dissolution of Issuer, or (b) recapitalization or reclassification of the capital of Issuer or pursuant to the reorganization thereof, in violation of the provisions of the Loan Documents, then in such case the property so distributed shall be delivered to Lender, to be held by it, subject to the terms hereof, as additional security for the Debt and distributed in accordance with the provisions of the Loan Agreement and the Mortgage Loan Agreement; provided, however, that nothing in this paragraph shall be deemed to limit or restrict Pledgor’s rights to release any Release Collateral and/or prepay the Loan pursuant to the Loan Documents and/or Pledgor’s rights to cause Mortgage Borrower to release any Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents and/or Mortgage Borrower’s rights to release the Release Property and/or prepay the Mortgage Loan pursuant to the Mortgage Loan Documents, and provided further that afte...
Acknowledgement of Parties. It is acknowledged by Landlord axx Xxxxxt that Proposition 13 was adopted by the voters of the State of California in the June, 1978 election, and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services which formerly may have been provided without charge to property owners or occupants. It is the intention of the parties that all new and increased assessments, taxes, fees, levies and charges due to Proposition 13 or any other cause are to be included within the definition of Real Property Taxes for purposes of this Lease.
Acknowledgement of Parties. The parties hereto acknowledge and agree that the transactions contemplated herein, and the terms and conditions of this Agreement, were negotiated by the parties in good faith and that the Purchase Price being paid by the Purchaser hereunder for the Assets is not less than the fair market value of such Purchased Assets.
Acknowledgement of Parties. The parties hereto acknowledge and agree that, for federal, state and local income and franchise tax, and financial accounting purposes, (a) the Notes (excluding any Retained Notes, as defined below) will constitute indebtedness and not an ownership interest in the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and as assuming (but without assuming personal recourse to such Certificateholder) all of the liabilities (including the Notes), of the Issuer, and the parties hereto shall in all events take positions consistent with, and in no event take a position inconsistent with, the positions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant. For purposes of the foregoing, the term "Retained Notes" means any Notes held by the Depositor or any of its Affiliates immediately after the Closing Date.
Acknowledgement of Parties. The parties hereto acknowledge and agree that, for all tax purposes, financial accounting and other purposes (a) the Notes will constitute indebtedness and not an ownership interest in the Issuer and (b) the Excess Distribution Certificateholder will be treated as owning all of the assets, and as assuming all of the liabilities (including the Notes), of the Issuer, and the parties hereto shall in all events take positions consistent with, and in no event take a position inconsistent with, the positions described in clauses (a) and (b) in the preparation of any returns and reports, and with respect to any audit or controversy, as to which either of the positions described in clauses (a) or (b) above would be relevant.
