ACKNOWLEDGMENT; WAIVER. The Independent Contractor acknowledges that the continued relationship with the Independent Contractor constitutes actual, valuable fresh consideration in exchange for signing this Agreement and the Independent Contractor hereby waives irrevocably any right he/she may have to assert that this Agreement should be invalid, void or voidable, in whole or in part, for lack of consideration.
ACKNOWLEDGMENT; WAIVER. Each Debtor acknowledges receipt of an executed copy of this Agreement and, to the extent permitted by applicable law, waives the right to receive a copy of any financing statement, financing change statement, registration application or verification statement in respect of any registered financing statement, registration application or financing change statement prepared, registered or issued in connection with this Agreement.
ACKNOWLEDGMENT; WAIVER. Bank (a) acknowledges and agrees that M. Xxxxxx Xxxx is a person reasonably acceptable to the Bank as Chief Financial Officer of Atricure, Inc. for purposes of Section 7.2(c)(i) of the Loan Agreement; and (b) waives any Default or Event of Default (if any), arising under such Section 7.2(c)(i), arising as a result of the failure of Atricure, Inc. to appoint a Chief Financial Officer reasonably acceptable to Bank prior to November 25, 2012.
ACKNOWLEDGMENT; WAIVER. The Company acknowledges that for purposes of this Agreement, Scoppetta & Xxxxx represented Xxxxx and did not provide legal representation or advice with respect to this Agreement to the Company. In addition, the Company acknowledges that it has been advised that prior to signing this Agreement it should seek the advice of counsel, other than Scoppetta & Xxxxx, with respect to this Agreement. The Company waives any objection it might have to Scoppetta & Xxxxx'x representation of Xxxxx and not the Company with respect to this Agreement while representing Xxxxx and the Company with respect to the Shareholders Agreement entered into as of August 1, 1991, on the grounds of possible conflict of interest or for any other reason.
ACKNOWLEDGMENT; WAIVER. The Seller Parties hereby acknowledge and agree that neither this Agreement, the Transaction Documents (other than with respect to the Consent Agreements), nor any of the transactions contemplated hereby or thereby shall confer on any one or more of the Seller Parties any rights, claims, causes of action, defenses and/or remedies, of any kind or nature (collectively, "Claims") against NCA, the Landlord and/or any of their respective officers, directors, shareholders, members, trustees, beneficiaries, successors, assigns, assets or properties (collectively, the "NCA Affiliates"). Accordingly, each of the Seller Parties hereby covenants and agrees that it shall not make any Claims against the NCA Affiliates, nor shall any of the NCA Affiliates have any liability, of any kind or nature, whether at law or in equity, in respect of this Agreement, the Transaction Documents (other than with respect to the Consent Agreements, pursuant to the terms thereof) and/or any of the transactions contemplated hereby and thereby, and any and all such Claims are hereby expressly waived and released by each of the Seller Parties. The Seller Parties further acknowledge and agree that, as a material inducement to Purchaser to enter into this Agreement and to agree to condition the Seller Parties' execution hereof on, among other things, the execution of the Consent Agreements, the Purchaser has required that the Seller Parties make the foregoing acknowledgments, agreements and waivers, and Purchaser is entering into this Agreement and the Transaction Documents in reliance thereon. The Parties hereby acknowledge and agree that the NCA Affiliates are intended third-party beneficiaries of the provisions of this Subsection 12.21.
ACKNOWLEDGMENT; WAIVER. 1.1 Subject to the terms and conditions hereof, the Purchasers party hereto, which constitute the Required Purchasers as required by Section 9.10 of the Purchase Agreement, hereby waive the requirement that the Borrower use all or any portion of the Asset Disposition Proceeds received pursuant to the terms of the PDL Amendment to prepay any portion of the outstanding principal amount of the Notes pursuant to Section 2.7(b) of the Purchase Agreement.
ACKNOWLEDGMENT; WAIVER. 1.1 The Borrower hereby acknowledges that (a) the Exclusive License is an Excluded License and (b) the granting of the Exclusive License pursuant to the terms of the Commercialization Agreement constitutes an Asset Disposition. The Purchasers hereby confirm that the transactions contemplated by the Commercialization Agreement do not constitute a Major Transaction.
ACKNOWLEDGMENT; WAIVER. (a)Each of the representations and warranties contained in this Agreement and in any certificate delivered pursuant hereto shall terminate at, and shall not survive, the Closing. Each of the covenants or agreements of the Parties contained in this Agreement shall terminate at, and shall not survive, the Closing, except for (i) those covenants that by their terms contemplate performance in whole or in part after the Closing, including, for the avoidance of doubt, the obligation of Parent and the Company to pay (or cause to be paid) the Deferred Merger Consideration pursuant to Section 3.1(e), which shall continue in full force and effect until the last date on which such covenant is to be performed, (ii) Fundamental Representations which shall continue in full force and effect after the Closing until the applicable statute of limitations, and (iii) the indemnification for the Pre-Closing Taxes under Section 12.9(c)(i)(A), which shall continue in full force and effect after the Closing until 60 days following the expiration of the applicable statute of limitations.
