Acknowledgement of Waiver Sample Clauses

Acknowledgement of Waiver. Each Required Holder hereby represents and warrants to the Company that: (i) such holder has the full right, power and authority to execute and deliver this Waiver, and (ii) this Waiver has been duly and validly authorized, executed and delivered on behalf of the holder and shall constitute the legal, valid and binding obligation of the holder, enforceable against each of the holders of the Notes, in accordance with its terms.
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Acknowledgement of Waiver. Wxxxxxxxx expressly acknowledges that by entering this Agreement he: 1) is waiving any claim that he might have to an award under the Cash Incentive Plan for 2013, and acknowledges that he has no entitlement to any award under the Cash Incentive Plan pursuant to Paragraph 3.2b of the Employment Agreement; and 2) has no entitlement to unvested stock options as of the Effective Resignation Date, under the Equity Plan, any Stock Option Plan or otherwise, except as expressly set forth herein, in particular, he is entitled to the accelerated vesting of the 2,765 stock options under the February 24, 2012 stock grant as described in Section 6 of the Resignation Agreement and the treatment of unvested shares under the CIC Agreement provided he otherwise qualifies for benefits under the CIC within the time frames specified in the CIC. .
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Acknowledgement of Waiver. This Agreement does not waive any claims or rights that cannot be waived by law including, without limitation, the rights referenced in paragraph 4(b) of this Agreement and any right Sassower may have to file a charge of discrimination with or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. However, Sassower acknowledges that he is waiving any claim or right to any form of damages or settlement in connection with any such charge, investigation or proceeding. Nothing in this Agreement prohibits Sassower from reporting possible violations of federal law to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law. Sassower does not need the prior authorization of Xplore to make, and is not required to disclose, any such reports or disclosures. Further, this Agreement does not limit Sassower’s right to receive an award for information provided to any such governmental agency or entity.
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Acknowledgement of Waiver. This Agreement does not waive any claims or rights that cannot be waived by law, including any right Xxxxxxxx may have to file a charge of discrimination with or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. However, Xxxxxxxx acknowledges that he is waiving any claim or right to any form of damages or settlement in connection with any such charge, investigation or proceeding. Nothing in this Agreement prohibits Xxxxxxxx from reporting possible violations of federal law to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law. Xxxxxxxx does not need the prior authorization of Xplore to make, and is not required to disclose, any such reports or disclosures. Further, this Agreement does not limit Xxxxxxxx’x right to receive an award for information provided to any such governmental agency or entity.
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Acknowledgement of Waiver. The Agent and the Lenders acknowledge that, commencing as of March 31, 2007, they agreed at the request of the Company to waive the requirement for the delivery of annual and quarterly financial statements of Alon USA and its Consolidated Subsidiaries.
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Acknowledgement of Waiver. Borrower and Bank acknowledge and agree that (i) the conditions set forth in the May Conditional Waiver with respect to the failure to comply with the Adjusted Quick Ratio financial covenant contained in former Section 6.9(b) of the Loan Agreement for the compliance period ending May 31, 2018 have been satisfied in full and the Resulting Default (as defined in the May Conditional Waiver) has been deemed waived by the Bank; and (ii) the conditions set forth in the August Conditional Waiver with respect to the failure to comply with each of (A) the Adjusted Quick Ratio financial covenant contained in former Section 6.9(b) of the Loan Agreement for the compliance periods ending August 31, 2018 and November 30, 2018 and (B) the EBITDA financial covenant contained in former Section 6.9(a) of the Loan Agreement for the compliance period ending December 31, 2018, in each case, have been satisfied in full and the Resulting Default (as defined in the August Conditional Waiver) has been deemed waived by the Bank. Bank hereby acknowledges the effectiveness of its deemed waivers of the defaults described above. Borrower hereby acknowledges and agrees that except as specifically provided herein or in the Conditional Waivers, nothing in this section or anywhere in this Agreement shall be deemed or otherwise construed as a waiver by Bank of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.
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Acknowledgement of Waiver. During the Second Waiver Period only, GRM agrees to waive its rights and remedies under the Loan Documents and the Loan Modification Documents, including but not limited to the rights of a secured party on default under the Uniform Commercial Code and the right to make all amounts due and owing under the Promissory Note and the Amended and Restated Note immediately due and payable, subject to the conditions contained herein. As a result, during the Second Waiver Period only, GRM agrees not to assert that CyberDefender is in default under the Loan Documents or the Loan Modification Documents; provided, however, that upon the earlier of the termination of this Agreement and the end of the Second Waiver Period, GRM shall retain the right to pursue any rights and remedies with respect to any uncured default that: (i) existed prior to the Second Waiver Period; (ii) occurs during the Second Waiver Period; or (iii) occurs after the Second Waiver Period.
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Acknowledgement of Waiver. The parties acknowledge and agree that, pursuant to a Waiver dated January 31, 2001, Tisi and the Company waived the right either of them may have under the Shareholders' Agreement and the Initial Proxy to vote 125,000 shares owned by X'Xxxxx and evidenced by Certificate No. 01237 (the "Excluded Shares"). The rights granted to Tisi under the New Proxy in respect of X'Xxxxx'x shares of capital stock of the Company shall exclude the Excluded Shares.
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Acknowledgement of Waiver. Each of the undersigned (i) acknowledges receipt of a copy of the Waiver to Amended and Restated Revolving Loan Agreement dated as of February 15, 2008 (the “Waiver”; capitalized terms used herein shall, unless otherwise defined herein, have the meanings provided in the Waiver), by and among Borrower, the Lenders party thereto and Administrative Agent, (ii) consents to such Waiver and each of the transactions referenced in the Waiver and (iii) hereby acknowledges and agrees, in its respective capacities as debtor, obligor, grantor, mortgagor, pledgor, guarantor, surety, indemnitor, assignor and each other similar capacity, if any, in which any such entity or person has previously granted Liens on all or any part of its real, personal or intellectual property pursuant to the Loan Agreement or any other Loan Document or has guaranteed the repayment of the liabilities pursuant to any of the foregoing agreements, that all of such Liens and repayment obligations remain and shall continue in full force and effect and each of which is hereby ratified, confirmed and reaffirmed in all respects. WHEELING-PITTSBURGH CORPORATION By: /s/ Xxxxxxx X. XxXxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx Title: Vice President and Treasurer WP STEEL VENTURE CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Treasurer ESMARK INCORPORATED By: /s/ Xxxxxxx X. XxXxxxxxxx Name: Xxxxxxx X. XxXxxxxxxx
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Related to Acknowledgement of Waiver

  • Acknowledgement of Dilution The number of shares of Common Stock constituting Common Shares or Warrant Shares may increase substantially in certain circumstances, including the circumstance where the trading price of the Common Stock declines. The Company acknowledges that its obligation to issue Common Shares upon conversion of Debentures and Warrant Shares upon exercise of the Warrants is absolute and unconditional, regardless of the dilution that such issuance may have on other shareholders of the Company.

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by Firstar Capital Trust or a trustee of such trust, if the Property Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held 71 81 as the assets of Firstar Capital Trust any holder of Capital Securities may institute legal proceedings directly against the Company to enforce such Property Trustee's rights under this Indenture without first instituting any legal proceedings against such Property 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 Capital 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 Capital Securities of such holder on or after the respective due date specified in the Securities.

  • ACKNOWLEDGEMENT OF TERMS The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement of Waiver of Claims Under ADEA Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that:

  • 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;

  • Acknowledgement Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise transfer the Securities or any interest therein without complying with the requirements of the Securities Act. While the Registration Statement remains effective, each Purchaser hereunder may sell the Shares and Warrant Shares in accordance with the plan of distribution contained in the Registration Statement and if it does so it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares or the Warrant Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, the Purchaser will refrain from selling such Shares and Warrant Shares until such time as the Purchaser is notified by the Company that such Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does, sell such Shares or Warrant Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act. Both the Company and its Transfer Agent, and their respective directors, officers, employees and agents, may rely on this Section 4.1(e) and each Purchaser hereunder will indemnify and hold harmless each of such persons from any breaches or violations of this Section 4.1(e).

  • 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 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.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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