Acknowledgement of the Parties. The Parties stipulate that the payment obligations set forth in this Article 6 are reasonable in light of the anticipated harm and the difficulty of estimation or calculation of actual damages and waive the right to contest such payments as an unreasonable penalty. If either Party fails to pay undisputed amounts in accordance with this Article 6 when due, the other Party shall have the right to: (i) suspend performance until such amounts plus interest at the Interest Rate have been paid, and/or (ii) exercise any remedy available at Law or in equity to enforce payment of such amount plus interest at the Interest Rate. With respect to the amount of such damages only, the remedy set forth in this Article 6 shall be the sole and exclusive remedy of the Parties for the failure of Seller to sell and deliver, and PGE to purchase and receive the Product and all other damages and remedies are hereby waived. Disagreements with respect to the calculation of damages pursuant to this Article 6 may be submitted by either Party for resolution in accordance with ARTICLE 18 and with applicable Law.
Acknowledgement of the Parties. The District and the Los Xxxx Classified Employees Association agree not to discriminate against any employee on the basis of ethnic group identification, race, color, sex, national origin, ancestry, religion or religious creed, pregnancy or childbirth-related condition, gender, gender identity, gender expression, age (over forty), sexual orientation, sexual identity, physical or mental disability, medical condition, political affiliation or beliefs, military and veteran status, or marital status and shall conform to the provisions of the Americans with Disabilities Act.
Acknowledgement of the Parties. The Parties acknowledge (A) that a breach of an obligation by Itau giving rise to a Marketing Payment would cause AOLA and AOLB damage, including without limitation denying AOLB the benefits afforded AOLB by virtue of Itau's access to Itau Customers by means of Distributing CD-ROMs in Itau's branches and direct mailing CD-ROMs to Itau Customers as provided herein, which as a group may be accessed directly only by Itau (and not by any other entity, including AOLA and AOLB), and consequently is not available to AOLB without Itau's participation in the marketing activities, (B) it would be difficult or impossible to determine actual damages in the event of such a breach, (C) the amount of Marketing Payments specified in this Section 5 are a reasonable estimate of the actual damages that AOLA and AOLB would suffer if the marketing commitments are not conducted as required by this MOA, and (D) such amount of Marketing Payments is not a penalty. The Parties further acknowledge that the totality of their rights and obligations under this MOA, the SMA and the Related Agreements, including the number of Shares issued to Itau on the Effective Date (as such term is defined in the SMA), have been determined based on the performance of the marketing obligations under the SMA, as amended herein, and the failure to perform the marketing obligations hereunder, unless rectified, will result in AOLA and AOLB receiving less value from the MOA, the SMA and the Related Agreements than contemplated by the Parties. Accordingly, AOLB shall be entitled to receive the Marketing Payments as provided in this Section 5 as the sole and exclusive remedy for AOLA and AOLB for any failure by Itau to perform any obligation that results in a Marketing Payment under Section 5(a) or 5(b), except for any remedy provided in the SMA that provides for the payment of any Termination Fee, Acceleration Payment or Pro-Rata Reference Payment required by the terms of the SMA. For the avoidance of doubt, it is understood by the Parties that this exclusive remedy, and Itau's obligation to make Marketing Payments, shall not affect Itau's obligation to make other payments described herein, or relieve Itau from its obligation to reimburse AOLB for any actually incurred costs and expenses subject to reimbursement hereunder, including, without limitation, the CD-ROM Costs, the costs associated with in-branch promotion, the costs associated with AOLB's or an agency's employment of Promoters and Supervisors and...
Acknowledgement of the Parties. The Parties hereby acknowledge that the Company is a public company and that fiduciary duties are owed to all stockholders. Furthermore, notwithstanding any provision contained in this Agreement, it is understood that the Parties may not be in a position by reason of the ownership level of voting securities Owned by the Norilsk Nickel Group to cause or effect the actions and results contemplated herein; in such case the Parties agree to use all reasonable commercial efforts to achieve the actions and results contemplated by this Agreement. In particular, if Buyer ceases to Own a majority of the outstanding voting securities of the Company, it may not have the requisite power to effect the obligations contained herein. In such case, the Parties shall nonetheless be obligated to use all reasonable commercial efforts to fulfill, or to cause the fulfillment of, all obligations hereunder and otherwise use all reasonable commercial efforts to ensure that the Company is governed at all times consistent with the governance principles contained herein.
Acknowledgement of the Parties. Each party to this Agreement hereby represents and warrants to the Class A-2 Certificate Insurer, as of the Closing Date, that it has not assigned any of its rights or obligations under this Agreement, or waived (a) delivery of any item described in Section 5(a) of this Agreement or (b) any condition to the release of escrow and the effectiveness of this Agreement contained in Section 5(b) of this Agreement.
Acknowledgement of the Parties. It is acknowledged by each Party that, as at the date of this Agreement, the Fixed Line Business is provided by the Fixed Telephony Services Business Unit (Business Unit Vaste Telefonie) and Carrier Services Business Unit (Business Unit Carrier Services) of KPN Telecom.
Acknowledgement of the Parties. Buyer, the Company and Sellers’ Representative, on behalf of Sellers, acknowledge: (i) the payment of the Earnout Amounts hereunder are an integral part of the consideration to be received by Sellers pursuant to this Agreement and the transactions contemplated hereby; (ii) the right of Sellers to a portion of the Earnout Amounts is not transferable other than by operation of law or pursuant to the laws of descent and distribution; (iii) the right of Sellers to a portion of the Earnout Amounts shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer, and shall not entitle any Seller to any rights common to any holder of Buyer Common Stock; and (iv) the right of Sellers to payment of the Earnout Amounts shall not bear any interest.
Acknowledgement of the Parties. 10 6.4 Enforcement on Behalf of the Company.............................10 6.5 Legends..........................................................10 6.6
Acknowledgement of the Parties. Parent, the Company and the Representatives, on behalf of the Company Shareholders, acknowledge: (i) the payment of the Applicable Earnout Amount hereunder is an integral part of the consideration to be received by the Company Shareholders pursuant to this Agreement and the Merger; (ii) the Applicable Earnout Amount is not dependent upon the operating results of Parent or any Subsidiary of Parent other than the Company; (iii) the right of the Company Shareholders to a portion of the Applicable Earnout Amount is not transferable other than by operation of law; (iv) the right of the Company Shareholders to a portion of the Applicable Earnout Amount shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Parent and shall not entitle any Company Shareholder to any rights common to any holder of Parent Common Stock; and (v) the right of the Company Shareholders to payment of the Applicable Earnout Amount shall not bear any interest.
Acknowledgement of the Parties. As of the date hereof, each of Nanometrics and Seller confirms and acknowledges that neither it nor any of its respective subsidiaries, officers, directors, employees or shareholders has asserted a demand for indemnification, a Third Party Claim or a Direct Claim under the applicable provision of Article IX of the Asset Purchase Agreement.
