Acknowledgements and Confirmations. (a) Each of the Parties hereby (i) represents, warrants, acknowledges and confirms to the other that, as of the date of this Amending Agreement, the Merger Agreement, as amended by this Amending Agreement, is and continues to be in full force and effect and (ii) ratifies and confirms all of the terms, conditions and provisions of the Merger Agreement, as amended by this Amending Agreement. In the event of any inconsistency between the terms of this Amending Agreement and the terms of the Merger Agreement, the provisions of this Amending Agreement shall prevail.
(b) Each of the Parties acknowledges and agrees that as a result of the amendments to the Merger Agreement set out in this Amending Agreement, the Plan of Arrangement, as so amended, is as set out in Schedule “A” hereto.
Acknowledgements and Confirmations. (a) Each Loan Party acknowledges, confirms and agrees that (i) Agent and Lenders have not waived the Loan Parties’ obligation to deliver a Regulatory Counsel Opinion for the State of Arizona, in form and content satisfactory to Agent, as a condition precedent to the Lenders’ obligation to make the initial Loans; and (ii) the Initial Funding Date has not occurred.
(b) Each Loan Party hereby acknowledges, confirms and agrees that the covenants, agreements and obligations of such Loan Party contained in or incurred under the Loan Agreement or the Other Agreements to which such Loan Party is a party remain, after the execution and delivery by the Loan Parties hereof and after giving effect hereto, the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms, and such Loan Party has no valid offset, defense or counterclaim to the enforcement of such covenants, agreements and obligations.
(c) Each Loan Party hereby ratifies and confirms its respective grant to the Agent, for the ratable benefit of the Lenders, of the first priority perfected liens upon, and security interests in, its properties and assets heretofore mortgaged, pledged, granted or assigned to the Agent on behalf of the Lenders under the Loan Agreement and the Other Agreements, and acknowledges and confirms that such first priority perfected liens and security interests, to the extent not heretofore expressly released by Agent in writing, secure and shall continue to secure the Obligations to the Agent and the Lenders under the Loan Agreement and the Other Agreements, subject only to Permitted Encumbrances.
(d) Each Loan Party represents and warrants to Agent and the Lenders that no Default or Event of Default has occurred and is continuing.
(e) Each Loan Party acknowledges and confirms that all representations and warranties made in the Loan Agreement, the Other Agreements and hereunder shall, other than to the extent heretofore expressly waived by Agent in writing, survive the execution and delivery of this Amendment.
Acknowledgements and Confirmations. The Borrower on behalf of itself and each Material Subsidiary hereby acknowledges, agrees and confirms to CIBC as follows:
(a) As of January 28, 2009, the Borrower is indebted to CIBC under the Credit Agreement in the principal amount of Cdn. $6,290,948.88, together with any accrued and unpaid interest thereon, plus all fees, service charges, legal fees and expenses and other costs, and the Borrower affirms its absolute and unconditional obligation and promise to repay the Obligations to CIBC in accordance with the terms of the Credit Agreement and this Agreement;
(b) The Existing Defaults have occurred and are continuing under the Credit Agreement, and, subject to the terms and conditions of this Agreement, CIBC is entitled to immediately exercise its Remedies;
(c) All existing Security given to CIBC and the additional security Documents delivered pursuant to Sections 5 hereof is binding upon the Borrower and the Material Subsidiaries, and are valid and enforceable according to its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar statutes affecting the enforcement of creditors’ rights generally and by general principles of equity;
(d) Subject to this Agreement, CIBC has the right to terminate any further obligation to make Advances under the Credit Agreement and demand immediate repayment of the Obligations and CIBC has no obligation to make any further Advances under the Credit Agreement; and
(e) All obligations of the Borrower and each Material Subsidiary under this Agreement are secured by the Security and guaranteed under the guarantees previously delivered by each Material Subsidiary.
Acknowledgements and Confirmations. (a) Each of the Parties hereby: (i) represents, warrants, acknowledges and confirms to the other that, as of the date of this Fourth Amending Agreement, the Option Agreement, as amended by this Fourth Amending Agreement, is and continues to be in full force and effect; and (ii) ratifies and confirms all of the terms, conditions and provisions of the Option Agreement, as amended by this Fourth Amending Agreement.
(b) In the event of any inconsistency between the terms of this Fourth Amending Agreement and the terms of the Option Agreement, the provisions of this Fourth Amending Agreement shall prevail.
Acknowledgements and Confirmations. (a) Each of the Parties hereby (i) represents, warrants, acknowledges and confirms to the other that, as of the date of this Amending Agreement, the Arrangement Agreement, as amended by this Amending Agreement, is and continues to be in full force and effect and
Acknowledgements and Confirmations. The Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its participation in the Transactions and is able to bear the economic risk associated with the purchase of the Membership Interests (including, indirectly through the purchase of the Membership Interests, the assets, properties, liabilities, condition, operations and prospects of the Company Entities). The Buyer has conducted to its satisfaction its own independent review and analysis of, and based thereon has formed an independent judgment concerning, the Transactions, the assets, properties, liabilities, condition, operations and prospects of the business of the Company Entities and the Membership Interests. In entering into this Agreement, the Buyer has relied solely upon its own review and analysis and the specific representations and warranties of the Seller expressly set forth in ARTICLE III and not on any representations, warranties, statements or omissions by any Person other than the Seller, or by the Seller other than its specific representations and warranties expressly set forth in ARTICLE III. The Buyer acknowledges and confirms that, except for the representations and warranties expressly set forth in ARTICLE III, none of the Seller, its Affiliates or any of their respective Representatives have made, or shall be deemed to have made, and the Buyer has not relied on, is not relying on and hereby disclaims, any other representation or warranty, express or implied, at law or in equity, in respect of the Membership Interests or the assets and properties of the Company Entities.
Acknowledgements and Confirmations. 34.1. By signing this agreement you acknowledge and confirm that:
34.1.1. We may provide a credit bureau with any of your personal information and dates in connection with the application for finance, the commencement and termination of this agreement and any related matters.
34.1.2. We may submit any information as to how you conduct this account to any credit bureau of its choice, which may use this information to create a credit profile and/or a credit score on you. If you do not conduct this account in accordance with this agreement, this may adversely affect your future credit worthiness. You have the right to have your credit record disclosed and may challenge any incorrect information and have the information corrected.
34.1.3. You may provide a settlement value to any third party to whom you may wish to sell the product and to any governmental agency that may request same in the prescribed manner.
34.1.4. This agreement has been explained to you and you acknowledged that you understand and appreciate the costs, risks and obligations associated herewith.
34.1.5. As at the date of the application for finance, you have not taken up any additional credit.
34.1.6. You are not subject to an Administration Order referred to in section 74(1) of the Magistrate’s Courts Act of 1944.
34.1.7. You are not subject to an order of a competent court holding you to be mentally unfit.
34.1.8. You have received a copy of the agreement.
Acknowledgements and Confirmations. For the avoidance of doubt, each of the parties irrevocably acknowledges and confirms to the other parties as follows:
4.2.1 no Company Programme Technology (as such term was defined in Clause 8.5 of the JV Agreement) has arisen or been created at any time pursuant to the Agreements, save the Scheduled Company Programme Technology;
4.2.2 [* * *], no Emisphere Programme Technology (as such term was defined in the Emisphere License Agreement) has arisen or been created at any time pursuant to the Agreements, save the Scheduled Emisphere Programme Technology;
4.2.3 [* * *], no Elan Programme Technology (as such term was defined in the Elan License Agreement) has arisen or been created at any time pursuant to the Agreements, save the Scheduled Elan Programme Technology;
Acknowledgements and Confirmations. The Borrower on behalf of itself and each Material Subsidiary hereby acknowledges, agrees and confirms to CIBC as follows:
(i) As of June 25, 2009, the Borrower is indebted to CIBC under the Credit Agreement in the principal amount of U.S. $5,867,714.48, together with any accrued and unpaid interest thereon, plus all fees, service charges, legal fees and expenses and other costs, and the Borrower affirms its absolute and unconditional obligation and promise to repay the "Obligations" (as defined in the Forbearance Agreement) to CIBC in accordance with the terms of the Credit Agreement and the Forbearance Agreement, as amended hereby;
Acknowledgements and Confirmations. The College is not responsible for any activity, damage, or injury which is not directly related to, associated with, or resulting from the official job duties, and over which the College has no ability to exercise control. The College assumes no liability for the employee’s real property, or for any injury to the employee’s family, guests, or other invitees injured upon the employee’s premises or telework site. In the event of an accident, incident, or claim, the employee must follow the same protocols as if it occurred on College premises and the employee must be able to demonstrate that the occurrence took place while in the course of performing the duties referenced herein. Employee initials I have read the SF College Telework Administrative Guideline in its entirety. Employee initials I hereby agree that I will comply with all terms and conditions, as outlined in the attached SF College Telework Administrative Guideline, and as set forth in this Telework Agreement. I understand that the Telework Agreement does not guarantee employment or telework for any specific duration and that the College may terminate this Telework Agreement at any time and for any lawful reason including but not limited to termination of employment. Employee Signature: Date: I hereby agree that I will comply with supervisor responsibilities, as outlined in the attached SF College Telework Administrative Guideline, and have completed required telework supervisor training. I recognize my responsibilities associated with supervising telework employees and ensuring compliance with the attached SF College Telework Agreement. I will seek immediate assistance from my supervisor and HR if needed for any concerns related to telework expectations. Supervisor Signature: Date:
