Acknowledgements by the Parties Sample Clauses

Acknowledgements by the Parties a) The Proponent acknowledges that: i) the benefits associated with the Territory contributing to the Project through project facilitation are over and above the standard provision of regulatory and facilitative services; ii) the Territory’s responsibilities under this Agreement are subject always to: A. the Proponent having complied with all legislative requirements; B. legislative timeframes including public, third party or other consultation periods required by legislation; C. the Territory giving due and proper consideration to all applications and other legislative instruments lodged by the Proponent in accordance with the relevant legislation; D. the Territory’s responsibilities under the National Competition Policy and related agreements and policies; and E. factors which are outside of the Territory’s reasonable control; and iii) the Territory, prior to the development of this Agreement, has worked constructively with the Proponent towards achieving the objectives of this Agreement. b) The Territory acknowledges that the decision to proceed with all or any aspect of the Project is at the Proponent’s absolute and sole discretion.
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Acknowledgements by the Parties. 11 The Parties (and the Mediator) hereby acknowledge and accept and agree that:
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Acknowledgements by the Parties a. Upon receipt of the settlement amounts referenced in Paragraph 1 above in the manner and method contemplated herein, THE TRUSTEE, XXXXXXXXX, R-NET and the R-NET COMMITTEE each acknowledge and agree that they have knowingly relinquished, waived and released any and all remedies that might otherwise be available to them for the matters or transactions that are the subject of this Settlement Agreement. b. It is further acknowledged and agreed that this Settlement Agreement is a compromise of disputed claims, and that the exchange of consideration contemplated herein is not to be construed as an admission of liability on the part of the Parties hereby released.
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Acknowledgements by the Parties. The Company, each Purchaser and the SPAC acknowledge and agree that: (a) concurrently with the execution and delivery of this Agreement, the Purchasers and the Company shall enter, and are entering, into Amendment No. 2 to the Note, attached hereto as Exhibit A and (b) the parties shall modify, and are hereby modifying, the form Company A&R LLCA in the form attached hereto as Exhibit B (the “A&R LLCA”) which will be attached as an exhibit to the BCA (replacing the prior exhibit attached thereto); 1.2 as of the date of this Agreement, to the knowledge of such Purchaser, neither the Company nor the SPAC are in default under the NPA or the Note (as amended) and no event or condition has occurred or exists which would constitute a default by the Company or the SPAC under the NPA or the Note (as amended); 1.3 such Purchaser has reviewed any and all information disclosed and provided to date, including any information made available, publicly or otherwise, to such Purchaser by the Company, the SPAC or their respective representatives, and has made its own decision based on its own judgment, due ​ diligence and advice from its advisors, as applicable, as it, he or she has deemed necessary and not based on any view expressed by any other person or entity; 1.4 for the avoidance of doubt, the definition of “Registrable Securities” as defined in the Registration Rights Agreement (as defined in the BCA) shall and does include the shares of Buyer Class A Common Stock (as defined in the BCA) issuable upon the exchange of each Purchaser’s Common Units (as defined in the BCA) and shares of Buyer Class B Voting Stock (as defined in the BCA) pursuant to the terms of the A&R LLCA, subject to the exceptions set forth in such definition; 1.5 notwithstanding anything to the contrary contained in this Agreement, the NPA, the Note (as amended) or the A&R LLCA, as contemplated by Section 6 of the NPA, the Purchasers (which, for the avoidance of doubt, does not include any Purchaser that is an affiliate of Brightstar Capital Partners) shall not be a party to, and shall not be entitled to any benefits under, the Tax Receivable Agreement (as defined in the BCA); 1.6 each Purchaser is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any person by or on behalf of the Company or the SPAC, or any of their respective agents, attorneys, other advisors their respective affiliates, except for the express statements, representations and warr...
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Acknowledgements by the Parties. 17.1 The parties acknowledge and agree that: (A) the Licensee is entering into this Licence on its own behalf and as agent for and on behalf of each of the Participants; (B) the liability of the Participants under this Licence is several and not joint nor joint and several; (C) the Licensee is entitled to enforce this Licence on behalf of the Participants. For that purpose: (1) the Licensee may commence proceedings in its own name to enforce all obligations and liabilities of the District under this Licence and to make any claim which any Participant may have against the District; and (2) the Licensee shall use all commercially reasonable efforts to ensure that where it commences such proceedings against the District, it shall consolidate the claims of the Participants so that it is not prosecuting similar claims separately on behalf of one or some Participants; and (D) the District is entitled to enforce this Licence against the Licensee in the Licensee's capacity as agent for each of the Participants.
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Acknowledgements by the Parties. (a) Each party agrees that subsequent to the date hereof, the terms of the Future Payments shall be amended such that Corporativo Xxxxxx shall be entitled to a monthly payment of $30,000 (the “Monthly Payments”), payable on the first day of each month, in lieu of any Future Payments to be made by Sunburst in respect of the License, until the earlier of (i) an aggregate amount of [ ] has been paid by Sunburst to Corporativo Xxxxxx, or (ii) [DATE]. (b) Each party hereby acknowledges and agrees that effective on the date hereof, Sunburst shall assign, and MRT shall assume, all of the liabilities, duties and obligations in respect of the License Payments (including the Outstanding Amount) from the date hereof through the earlier of (i) completion of First 15 Meters of Production (as defined in the Development Agreement), or (ii) December 31, 2012 (such date, the “Payment Change Date”). Any such amounts assumed by MRT shall be paid out of the Net Cash Flow Interests (as defined in the Development Agreement) allocable to MRT from First 15 Meters of Production. (c) On the Payment Change Date, any amounts then owed to Corporative Xxxxxx in respect of the License Payments shall be made to Corporativo Xxxxxx by MRT and the Company on a pro rata basis in accordance with their Ownership Interests (as defined in the Development Agreement). Following the Payment Change Date, any Monthly Payments shall be made by MRT and the Company on a pro rata basis in accordance with their respective Ownership Interests. (d) In the event either the Company or MRT (“Defaulting Party”) fails to pay their respective amounts owed to Corporativo Xxxxxx in accordance with the terms hereof (the “Funding Default”), the other Party (“Non-Defaulting Party”) may serve upon the Defaulting Party a written notice specifying the nature of the default (“Default Notice”). If the Defaulting Party does not, within thirty (30) days after it has received the Default Notice (“Grace Period”) fully cure the Funding Default, the Non-Defaulting Party may, at its sole and exclusive option and without prejudice to any other rights and remedies available to it, elect by written Notice to the Defaulting Party (“Default Remedy Notice”) to make such payment as required to cure the Funding Default of the Defaulting Party (“Default Cure Payment”) and require that the Ownership Interest of the Defaulting Party be diluted by one percent (1%) for every $100,000 which the Defaulting Party failed to pay to Corporativo Xxx...
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Acknowledgements by the Parties a. Upon receipt of the settlement amounts referenced in Paragraph 1 above in the manner and method contemplated herein, the TRUSTEE and TBOB each acknowledge and agree that they have knowingly relinquished, waived and released any and all remedies that might otherwise be available to them for the matters or transactions that are the subject of this Agreement. b. It is further acknowledged and agreed that this Agreement is a compromise of disputed claims, and that the exchange of consideration contemplated herein is not to be construed as an admission of liability on the part of the Parties hereby released.
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Acknowledgements by the Parties. 19.1 The parties acknowledge and agree that: (A) the Lessee is entering into this Lease on its own behalf and as agent for and on behalf of each of the Participants; (B) the liability of the Participants under this Lease is several and not joint nor joint and several; (C) the Lessee is entitled to enforce this Lease on behalf of the Participants. For that purpose: (1) the Lessee may commence proceedings in its own name to enforce all obligations and liabilities of the District under this Lease and to make any claim which any Participant may have against the District; and (2) the Lessee shall use all commercially reasonable efforts to ensure that where it commences such proceedings against the District, it shall consolidate the claims of the Participants so that it is not prosecuting similar claims separately on behalf of one or some Participants; (D) the District is entitled to enforce this Lease against the Lessee in the Lessee's capacity as agent for each of the Participants.
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Acknowledgements by the Parties. The Company, each Purchaser and the SPAC acknowledge and agree that: 1.1 concurrently with the execution and delivery of this Agreement, the Purchaser and the Company shall enter, and are entering, into Amendment No. 1 to the Note, attached hereto as Exhibit A, pursuant to which the price per share of Buyer Class A Common Stock (as defined in the BCA) at which the Note will convert into shares of Buyer Class A Common Stock shall be reduced from $8.00 per share to $6.40 per share in accordance with Section 3(a) of the Note; (a) the BCA is being amended and (b) the subscription agreements for the PIPE Investors (as defined in the BCA) (other than the subscription agreements for PIPE Investors who are affiliates of Brightstar Capital Partners or the SPAC) are being amended to lower the per share purchase price of the SPAC common stock subscribed for thereunder from $10 to $8 (the “PIPE Amendments”); 1.3 the Founder Shares Forfeiture and Lock-Up Agreement (the “Founder Shares Agreement”), dated as of June 16, 2021, by and between the Company, the SPAC, and each of the Holders (as defined in the Founder Shares Agreement), shall be terminated as of the date hereof; 1.4 in accordance with the terms set forth in that certain Term Sheet attached hereto as Exhibit B, the Company and/or the SPAC may issue senior unsecured convertible notes prior to, concurrently with, or immediately following the Closing, up to $90 million of which senior unsecured convertible notes will be issued to Fortress Credit Corp., $10 million of which senior unsecured convertible notes will be issued to entity(ies) affiliated with Brightstar Capital Partners with additional senior unsecured convertible notes to be issued to PIPE Investors that exchange their commitments pursuant to such PIPE Investor’s subscription agreement for certain of such senior unsecured convertible notes and which senior unsecured convertible notes will be convertible into Buyer Class A Common Stock (as defined in the BCA) (the “Permitted Backstop Issuance”), with the proceeds thereof to be used primarily for general working capital of the Company and the other Group Companies and the funding of any acquisition(s) of all or a part of another Person(s) or assets of such Person(s); 1.5 as of the date of this Agreement, to the knowledge of such Purchaser, neither the Company nor the SPAC are in default under the NPA or the Note (as amended) and no event or condition has occurred or exists which would constitute a defaul...
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Related to Acknowledgements by the Parties

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Acknowledgments by the Employee The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) since the Employee possesses substantial expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Compensation provided to Employee hereunder constitutes good and sufficient consideration for the Employee's agreements and covenants in this Section 7; and (e) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Acknowledgements and Agreements You agree, accept and acknowledge the following: (a) THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. (b) The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” (c) All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons. (d) The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (e) The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. (f) All decisions regarding future Awards, if any, will be at the discretion of the Company. (g) You are voluntarily participating in the Plan. (h) The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation. (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments. (j) Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary. (k) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. (l) For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence). (m) Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law). (n) No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any. (o) The following provisions apply if you are providing services outside the U.S.: (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose. (ii) None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

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