Acknowledgment of Prior Representation Sample Clauses

Acknowledgment of Prior Representation. Each of the parties hereto acknowledges and agrees that Skadden has acted as counsel to the Company and the Equityholder Representative in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby, and in that connection not as counsel for any other person, including any Parent Party or the Surviving Company. The parties agree that Skadden is an intended third-party beneficiary of this Section 9.17 and is entitled to enforce such section as if it were a party hereto.
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Acknowledgment of Prior Representation. Each of the parties hereto acknowledges and agrees that Xxxxxxx Xxxx Xxxxx & Xxxxxx LLP (“Xxxxxxx”) has acted as counsel to the Company, the Representative and the Company Stockholders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby, and in that connection not as counsel for any other person, including Acquiror, Merger Sub or the Surviving Corporation.
Acknowledgment of Prior Representation. Each of the parties hereto acknowledges and agrees that Xxxxxxx Procter LLP (“Xxxxxxx”) and Xxxxxxx & Xxxxxx (“Xxxxxxx”) have each acted as counsel to the Company, the Representative and each of the Common Security Holders in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby, and in that connection not as counsel for any other person, including Purchaser, Merger Sub or the Surviving Corporation.
Acknowledgment of Prior Representation. Each of the parties hereto acknowledges and agrees that each of Xxxxxxx Procter LLP, Proskauer Rose LLP, Xxxxxx Xxxx & Xxxxxxxx, Xxxxxx Alderton, Markiles, LLP, Xxxxxx & Xxxxxxx LLP (collectively, “DBCC Outside Counsel”) and in-house legal counsel for DBCC (“DBCC In-house Counsel,” and collectively with DBCC Outside Counsel, “DBCC Counsel”) has acted as counsel to one or more of the Company, the Company’s Subsidiary, the Securityholder Representative and/or the Sellers in connection with various matters, including the DBCC Lawsuit, negotiation of the CSA Agreements, the Class Action Litigation, disputes and negotiations with Parent, and/or the negotiation of this Agreement and the Transactions.
Acknowledgment of Prior Representation. Each of the Parties acknowledges and agrees that Torys LLP has acted as counsel to the Company, and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP has acted as counsel to the Primary Holders (collectively, the “Law Firms”) in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby, and in that connection not as counsel for any other person, including Acquiror, Merger Sub or the Surviving Corporation.
Acknowledgment of Prior Representation. Each of the parties hereto acknowledges and agrees that (i) Cxx, Castle & Nxxxxxxxx, LLC, and Rxxxxxxx, Xxxxxx & Finger, P.A., and GrayRobinson, P.A., and Lowndes, Drosdick, Doster, Kxxxxx & Rxxx, P.A. (collectively, the “Pre-Closing Legal Advisors”, and each, a “Pre-Closing Legal Advisor”), (ii) Prince CPA Group, LLC and BKHM, PA (collectively, the “Pre-Closing Accounting Advisor”) and (iii) Builder Advisor Group (collectively, with the Pre-Closing Legal Advisors and the Pre-Closing Accounting Advisor, the “Pre-Closing Advisors” and each, a “Pre-Closing Advisor”) have acted in such capacity as an advisor to Sxxxxxx, XXX Seller Members, and the Company prior to the Closing hereof, whether in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby or otherwise.
Acknowledgment of Prior Representation. Each of the Parties acknowledges and agrees that Xxxxxx Bond Xxxxxxxxx (US) LLP (“WBD”) has acted as counsel to the Sellers in connection with the negotiation of this Agreement and consummation of the transactions contemplated hereby, and in that connection not as counsel for any other Person.
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Related to Acknowledgment of Prior Representation

  • Acknowledgment of Perfection of Security Interest Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Acknowledgment of Obligations Borrower hereby acknowledges, confirms and agrees that all Term Loans made prior to the date hereof, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges owing by Borrower to Agent and Lenders under the Loan Agreement and the other Debt Documents, are unconditionally owing by Borrower to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally.

  • Acknowledgment of Security Interests Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and Liens granted to Agent and the Lenders under the Credit Agreement and the other Loan Documents are in full force and effect and are enforceable in accordance with the terms of the Credit Agreement and the other Loan Documents.

  • Acknowledgment of Proprietary Interest Employee acknowledges the proprietary interest of Employer and its Affiliates in all Confidential Information (as defined below). Employee agrees that all Confidential Information learned by Employee during his employment with Employer or otherwise, whether developed by Employee alone or in conjunction with others or otherwise, is and shall remain the exclusive property of Employer. Employee further acknowledges and agrees that his disclosure of any Confidential Information will result in irreparable injury and damage to Employer.

  • Acknowledgment of Rights The Company agrees that, with respect to any Debentures held by the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional Trustee's rights under this Indenture without first instituting any legal proceedings against such trustee or any other Person. 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 interest (or premium, if any) or principal on the Debentures on the date such interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an aggregate 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 Debentures.

  • Reaffirmation of Representations and Warranties/Further Assurances After giving effect to the amendments herein, each representation and warranty of such Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

  • Acknowledgment of Default Each Credit Party hereby acknowledges and agrees that the Designated Defaults have occurred and are continuing as of the date hereof, each of which constitutes an Event of Default, and, as a result of the Designated Defaults, as well as any other Defaults or Events of Default that may exist, the Control Agent and the other Lenders are entitled to exercise any and all default-related rights and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law, including without limitation, to accelerate the Obligations (and have done so as set forth in 2.5 of the Forbearance Agreement) or to exercise rights against Collateral and that no Credit Party has any valid defense to the enforcement of such default-related rights and remedies. Each Credit Party hereby acknowledges and agrees that the first to occur of the Designated Defaults occurred no later than January 1, 2015 and have continued to date.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Acknowledgment of Seller Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under the MLPA. * * * * * *

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