Acknowledgments and Consents Sample Clauses

Acknowledgments and Consents. The Obligor (i) acknowledges that the Assigned Agreement is in full force and effect and that there are no other amendments, modifications or supplements thereto, either oral or written; (ii) represents and warrants that it has not assigned, transferred or pledged the Assigned Agreement to any third party; (iii) represents and warrants that it has no knowledge of any existing default by the Assignor in the performance of any provision of the Assigned Agreement; (iv) acknowledges and consents to the Assignor’s pledge and assignment of the Assigned Agreement to the Collateral Agent; (v) acknowledges the right of the Collateral Agent in the exercise of its rights and remedies under the Security Documents to take all actions and exercise all rights of the Assignor under the Assigned Agreement as if it were the Assignor; (vi) acknowledges and agrees that this Consent satisfies Section 21.1 of the Assigned Agreement; and (vii) acknowledges and agrees that the Collateral Agent is entitled to notices under the Assigned Agreement pursuant to Section 21.7 thereof.
Acknowledgments and Consents. The Adviser hereby acknowledges and consents to the following: (a) The Adviser has received a copy of Part II of PineBridge’s Form ADV and confirms having read and understood the disclosures contained therein, including without limitation the sections setting forth the various procedures, understandings and conflicts of interest relating to the Fund and PineBridge’s relationship with its Affiliates, and the Adviser agrees that PineBridge’s services hereunder shall be subject to such procedures and understandings and conflicts of interest. If the Adviser did not receive PineBridge's ADV Part II more than 48 hours prior to the date of execution of this Agreement, the Adviser understands that it may terminate this Agreement without penalty within five business days after such date of execution, provided that such termination shall be at the risk of the Adviser. (b) The Adviser understands the investment strategies intended to be followed in respect of the management of the Fund’s assets and hereby consents thereto and understands that PineBridge makes no representation as to the success of any investment strategy or security that may be recommended or undertaken by PineBridge with respect to the management of the Fund’s assets. (c) PineBridge and its Affiliates may disclose the identity of the Fund or the Adviser as part of any representative list of clients. (i) PineBridge acts as adviser to other clients and may give advice, and take action, with respect to any of those which may differ from the advice given, or the time or nature of action taken, with respect to the Fund; and (ii) Affiliates of PineBridge and officers, directors and employees of PineBridge and such Affiliates of PineBridge may engage in transactions, or cause or advise other customers to engage in transactions, which may differ from or be identical to transactions engaged in by PineBridge for the Fund or recommend any transaction which any of such Affiliates or any of the officers, directors or employees of PineBridge or such Affiliates may engage in for their own accounts or the account of any other customer, except as otherwise required by applicable law. To the extent permitted by law, PineBridge shall be permitted to bunch or aggregate orders for the Fund with orders for other accounts. (e) PineBridge uses diligent efforts to allocate or rotate investment opportunities where there is a limited supply of a security. The Adviser understands, however, that, in spite of such efforts, PineB...
Acknowledgments and Consents. 11.1 Client hereby acknowledges and consents to the following: (a) Neither Investment Manager nor any Affiliated Company is obliged to disclose to Client any information if the disclosure of such information by Investment Manager or the Affiliated Company to Client would or might reasonably constitute a breach of duty or confidence to any other person. Subject to the proceeding sentence, the parties agree to provide to each other, within a reasonable time, any further information requested by the other party for regulatory or tax considerations. (b) Client understands that the investment of its funds authorized hereunder may lead to loss or to profit and no representation is made by Investment Manager that no such losses will occur. No warranty is given by Investment Manager as to the performance or profitability of any Assets; provided, that the absence of any such warranty shall not affect Investment Manager’s duty to use reasonable care. Investment Manager is entitled to assume that Client has the necessary level of experience and knowledge to understand the risks involved in the Services provided hereunder and the transactions carried out by Investment Manager on behalf of Client and in accordance with the Guidelines, and that Client is able financially to bear any related investment risks consistent with its investment objectives. (c) Any benchmarks and/or targeted rates of return (if any) associated with the Investment Management Services or Portfolio Management Services being provided pursuant to this Agreement or that may be referred to in the Guidelines are for measurement purposes only, and any such specific investment objectives are targets only, and Investment Manager shall have no duty to Client or to any third party to meet or outperform, and accordingly shall have no liability for failure to meet or outperform, any such benchmark, targeted rate of return, or investment objective. (d) Client acknowledges that Investment Manager makes no representation regarding the appropriateness of the investments made and Services provided hereunder for Client’s particular needs or regulatory constraints; provided, that the absence of such a representation shall not limit or otherwise affect Investment Manager’s duties and obligations under this Agreement; and provided, further, that Investment Manager shall invest Client’s assets only in accordance with the Guidelines. (e) Investment Manager will allocate investment opportunities among its clients where t...
Acknowledgments and Consents. The Borrower and each of its Subsidiaries, in their capacities as Borrower, as guarantors of the Credit Obligations, grantors of security interests to secure the Credit Obligations and/or holders of Subordinated Indebtedness, as the case may be, pursuant to the Credit Agreement dated as of May 29, 1996, as amended and in effect on the date hereof, hereby acknowledge and agree that, as of the Initial Closing Date, (i) the Uniform Commercial Code Financing Statements and other instruments previously filed in connection with the perfection of the Liens created in the Credit Security pursuant to such Credit Agreement shall be deemed to refer to the Credit Agreement as amended and restated hereby and that the term "Credit Obligations" as used in such financing statements and other instruments, shall be deemed to refer to the Credit Obligations under the Credit Agreement as amended and restated hereby; and (ii) such financing statements and other instruments are confirmed and ratified as being in full force and effect.
Acknowledgments and Consents. 知 悉 及 同 意 a. The Client understands the investment strategy intended to be followed in respect of the Portfolio shall be made in accordance with the Investment Guidelines and the Client hereby consents thereto and understands that the Manager makes no representation as to the success of any investment strategy or security that may be recommended or undertaken by the Manager with respect to the Portfolio. 客户了解因投资组合而欲遵行之投资策略应依据投资建议书,且客户同意并了解投资经理不保证任何投资策略或投资经理基于投资组合推荐或承担之证券之成功。 b. The Manager and its Affiliates may disclose the identity of the Client and include its name in their respective list of clients and other marketing materials of the Manager and its Affiliates. 投资经理和其关系企业得揭露客户之身分,包含其个别名单上之客户姓名与投资经理和其关系企业之其他交易资料。 (i) The Manager is entitled to act as adviser to other clients and may give advice, and take action, with respect to any of those clients which may differ from the advice given, or the time or nature of action taken, with respect to the Portfolio; and (ii) Affiliates of the Manager and officers, directors and employees of the Manager and such Affiliates of the Manager may engage in transactions, or cause or advise other clients to engage in transactions, which may differ from or be identical to transactions engaged in by the Manager for the Portfolio, or recommend any transaction which any of such Affiliates or any of the officers, directors or employees of the Manager or such Affiliates may engage in for their own accounts or the account of any other client, except as otherwise required by applicable law. To the extent permitted by law, the Manager shall be permitted to bunch or aggregate orders for the Portfolio with orders for other accounts to allow the Manager to negotiate lower commission rates and other transaction charges than the Manager can get for the Client’s order alone. The Manager will allocate securities so purchased or sold, as well as expenses incurred for the transaction, in the manner that the Manager considers to be equitable and consistent with the Manager’s fiduciary obligations to the Client and other clients. (i)投资经理具有为其他客户担任顾问之权利,且得就投资组合性质、时间差异提供不同之建议或采取行动;且 (ii)投资经理之关系企业、高级职员、董监事和员工得从事引发或建议其他客户从事与本投资组合为相同或相异之交易,或推荐任何投资经理或关系企业之高级职员、董监事或员工为自己或其他客户而从事之交易,除非有法律之限制。于法律允许范围内,投资经理应被允许为替其他帐户下单之投资组合收集订单,以便投资经理得磋商以较单独订单能争取较好价格或较低佣金。投资经理得以其认为公允及符合投资经理对客户之受托义务之方式分配买卖之证券和交易费用 d. The Manager uses its diligent efforts to allocate or rotate investment opportunities for the Client and other clients. Where there is a limited supply o...
Acknowledgments and Consents. The Adviser hereby acknowledges and consents to the following:
Acknowledgments and Consents. 19.1 LICENSOR acknowledges that in compliance with Canadian securities laws the LICENSEE SHARES and LICENSEE AMENDED AGREEMENT SHARES it is to receive under this AGREEMENT shall be subject to restrictions on resale and the certificates representing such LICENSEE SHARES and LICENSEE AMENDED AGREEMENT SHARES, as the case may be, shall bear a legend noting such restrictions in substantially the following form: "UNLESS PERMITTED UNDER SECURITIES LEGISLATIONS, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date that is four months and one day following the date of distribution]." 19.2 LICENSOR, on its own behalf and on behalf of its principals, acknowledges that pursuant to CNSX's policies, LICENSEE is required to post a Form 9 on CNSX's website which contains personal information regarding the principals of LICENSOR and that such personal information shall, as a consequence thereof, be publicly available on CNSX's website.
Acknowledgments and Consents. The undersigned subtenants under the Lease hereby join in the execution and delivery of this Amendment for the limited purpose of acknowledging their consent to the execution and delivery of this Amendment.
Acknowledgments and Consents. (a) The AU Agent hereby acknowledges that AU has entered into the Fiber Exchange Agreement and has granted to GCI Cable a continuing security interest in the GCI Cable Collateral and certain remedies with respect to the GCI Cable Collateral pursuant to the Fiber Exchange Agreement. However, GCI Cable and the Holdings Agent acknowledge that the GCI Cable Security Interest shall be subordinated to the AU Agent's security interest in the AU Lender Collateral as provided in Section 3 of this Agreement. Subject to the terms and conditions of this Agreement, the AU Agent acknowledges and agrees that AU's grant to GCI Cable of the GCI Cable Security Interest and its grant of rights and remedies to GCI Cable with respect to the GCI Cable Collateral shall not constitute a breach of or a default under the AU Credit Agreement. (b) GCI Cable acknowledges and consents that (i) the terms of this Agreement, and (ii) the inclusion of all right, title and interest of AU in, to and under the Fiber Exchange Agreement (including the benefits of the AU Security Interest) as part of the AU Lender Collateral, shall not constitute a breach or a default under the Fiber Exchange Agreement.
Acknowledgments and Consents. Each of the Noteholders hereby consents to the amendment (attached hereto as Exhibit A) to the Company's subordinated note purchase agreements dated as of November 20, 1998, including the amendment to the defined terms "