Acknowledgement of SGLP Parties Sample Clauses

Acknowledgement of SGLP Parties. Each of the SGLP Parties acknowledges that: (i) it has relied on its own independent investigation, and has not relied on any information or representations furnished by the SemGroup Parties or any representative or agent thereof with respect to the Rejected Contracts or the Dropdown Agreements or in determining whether or not to enter into this Agreement, other than the representations set forth in this Agreement, (ii) it has conducted its own due diligence, including a review of the Rejected Contracts, Dropdown Agreements and Applicable Law in connection therewith, as well as undertaken the opportunity to review information, ask questions and receive satisfactory answers concerning the Rejected Contracts, Dropdown Agreements and the terms and conditions of this Agreement, (iii) it possesses the knowledge, experience and sophistication to allow it to fully evaluate and accept the merits and risks of entering into the transactions contemplated by this Agreement and (iv) it has made its own independent determination in light of its economic interests to accept the amount of the Allowed Claims with respect to the Rejected Contracts. 5.7 Limitation of Representations and Warranties. THE SGLP TRANSFERRED ASSETS ARE BEING TRANSFERRED AND ACCEPTED IN THEIR CURRENT CONDITION, “AS IS, WHERE IS AND WITH ALL FAULTS” AND EXCEPT AS MAY BE SPECIFICALLY SET FORTH HEREIN, WITHOUT REPRESENTATION OR WARRANTY OR INDEMNIFICATION OF ANY KIND, EXPRESS OR IMPLIED, EACH AND ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY THE SGLP PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. EACH OF THE VARIOUS TRANSFER DOCUMENTS TO BE DELIVERED TO THE SEMGROUP PARTIES CONCURRENTLY HEREWITH SHALL CONTAIN A DISCLAIMER TO THIS EFFECT. THE PARTIES AGREE THAT THIS PROVISION IS A MATERIAL PART OF THIS SETTLEMENT AGREEMENT AND HAS BEEN BARGAINED FOR. ARTICLE VI
Sample 1
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Acknowledgement of SGLP Parties. Each of the SGLP Parties acknowledges that: (i) it has relied on its own independent investigation, and has not relied on any information or representations furnished by the SemGroup Parties or any representative or agent thereof with respect to the Rejected Contracts or the Dropdown Agreements or in determining whether or not to enter into this Agreement, other than the representations set forth in this Agreement, (ii) it has conducted its own due diligence, including a review of the Rejected Contracts, Dropdown Agreements and Applicable Law in connection therewith, as well as undertaken the opportunity to review information, ask questions and receive satisfactory answers concerning the Rejected Contracts, Dropdown Agreements and the terms and conditions of this Agreement, (iii) it possesses the knowledge, experience and sophistication to allow it to fully evaluate and accept the merits and risks of entering into the transactions contemplated by this Agreement and (iv) it has made its own independent determination in light of its economic interests to accept the amount of the Allowed Claims with respect to the Rejected Contracts.
Sample 1

Related to Acknowledgement of SGLP Parties

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by the Trust or a trustee of the Trust, if the Preferred Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held as the assets of the Trust, any holder of the Trust Securities may institute legal proceedings directly against the Company to enforce such Preferred Trustee's rights under this Indenture without first instituting any legal proceedings against such Preferred Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of (or premium, if any) or interest on the Securities when due, the Company acknowledges that a holder of Trust Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of (or premium, if any) or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder on or after the respective due date specified in the Securities.

  • ACKNOWLEDGEMENT OF RECEIPT Each of the parties acknowledges receiving an executed copy of this Agreement.

  • 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 Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2022-1 SUBI Certificate and the 2022-1 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 of Risk (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) the Purchaser may not be able to liquidate its investment; (iv) transferability of the Securities is extremely limited; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;

  • Tax Acknowledgement In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in this Agreement.

  • 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.

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