Acknowledgments and Waivers Sample Clauses

Acknowledgments and Waivers. The Sponsor understands that: (a) This Sponsor Agreement is a legal agreement that incorporates a master trust instrument, identified as the Trust. The Sponsor has been advised to seek advice of legal counsel, and, after consultation (or waiver, as the case may be), the Sponsor has read and understands all of the terms and provision of this instrument and of the Trust. (b) This Sponsor Agreement and the Trust both are irrevocable. The Sponsor may, during the lifetime of the Designated Beneficiary, add or substitute residual beneficiaries named in Section 5, above. In all other respects, however, the use, distribution, investment, dissolution and/or other control of the property in the Trust Account are solely within the absolute and sole discretion of the Trustee. (c) Investments of the Trust Account will be directed primarily toward providing liquidity for support, and not to generate returns. (d) Contributions to the Trust Account may have tax consequences which, in the Trustee’s discretion, can be satisfied out of the Trust Account, but the Sponsor understands that the Designated Beneficiary, and not the Trustee, remains responsible for any such taxes. (e) The Trustee can amend the Trust at any time, with or without notice, but it cannot change the final distribution that is provided in this Sponsor Agreement.

Acknowledgments and Waivers. (a) Owner acknowledges and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable. (b) Owner, on behalf of itself and on behalf of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Owner Parties”), and each of them, and anyone claiming through or under them, hereby releases, acquits and forever discharges Lender and its principals, officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Lender Parties”) and each of them, of and from any and all claims, causes of action in law or equity, suits, debts, liens, obligations, promises, demands, liabilities, damages, losses, costs and expenses of every nature, character and description whatsoever in existence as of the execution of this Amendment, known or unknown, fixed or contingent, which the Owner Parties, or any of them, may have or may hereafter acquire against the Lender Parties and each of them based on or arising out of the Note, the Loan Agreement, the other Loan Documents, this Amendment and the transactions contemplated by said documents, existing prior to the date of this Amendment. With respect to the foregoing release, Owner, on behalf of itself and on behalf of the Owner Parties and each of them hereby acknowledges and waives the provisions of California Civil Code Section 1542, which...

Acknowledgments and Waivers. You acknowledge and agree that: a. You will provide, in a timely manner, such information regarding yourself and any agents or authorized persons and such forms or documentation as may be requested from time to time by the Firm (or other agents) to enable the Firm to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Firm may require to determine whether or not the relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; b. Any such forms or documentation requested by the Firm or its agents pursuant to paragraph (a), or any financial or account information with respect to the your account with the Firm, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Firm; c. You waive, and/or shall cooperate with the Firm to obtain a waiver of, the provisions of any law which: i. prohibit the disclosure by the Firm, or by any of its agents, of the information or documentation requested from you pursuant to paragraph (b); or ii. prohibit the reporting of financial or account information by the Firm or its agents required pursuant to AEOI; or iii. otherwise prevent compliance by the Firm with its obligations under AEOI; d. If you provide information and documentation that is in anyway misleading, or you fail to provide the Firm or your agents with the requested information and documentation necessary in either case to satisfy the Firm’s obligations under AEOI, the Firm reserves the right (whether or not such action or inaction leads to compliance failures by the Firm, or a risk of the Firm being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Firm) (together, “costs”) under AEOI): i. to take any action and/or pursue all remedies at its disposal including, without limitation, suspension or termination of the Account; and ii. to suspend any Transactions or to deduct from the Client’s Account any costs caused (directly or indirectly) by the Client’s action or inaction; and e. You shall have no claim against the Firm, or its agents, f...

Acknowledgments and Waivers. Each member of the Borrower Group hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted pursuant to the Common Agreement and the Security Documents referred to therein, for the benefit of the Lenders, as collateral security for the Senior Indebtedness, and acknowledges that all of such Liens and security interests, and all collateral pledged as security for the Senior Indebtedness, continue to be and remain collateral for the Senior Indebtedness from and after the Effective Date, respectively.

Acknowledgments and Waivers. 6.4.5.1 Except as otherwise provided in Section 6.4.2 and/or Section 6.8, the Parties specifically intend by Section 6.4.3 to delegate to Design-Build Contractor the obligation to perform all responsibilities with respect to identification of Utilities, including underground public utility facilities, and to allocate to Design-Build Contractor all risk of increased costs and time of the Utility Adjustment Work assigned to Design-Build Contractor as part of the Work hereunder resulting from inaccuracies in the reputed locations of such facilities (and in any other relevant information with respect to such facilities. 6.4.5.2 Design-Build Contractor acknowledges that prior to the Proposal Date, Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owners, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information, and that such investigations constituted the basis for establishing its Proposal Price. 6.4.5.3 Design-Build Contractor acknowledges that prior to the submittal or Design-Build Contractor’s Utility Conflict Matrix (including updates to the Design-Build Contractor’s Utility Conflict Matrix to the extent allowed under this Section 6.4), Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owners, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information. 6.4.5.4 Design-Build Contractor further acknowledges and agrees that the acknowledgements, waivers, and agreements set forth in Section 6.4.3 and this Section 6.4.55 extend to and include any rights which Design-Build Contractor might otherwise claim under IFA’s Right of Way Policies and Procedures Manual.

Acknowledgments and Waivers. Grantor agrees that the whole or any part of the Collateral and any other security now or hereafter held for any of the Obligations secured hereby may be exchanged, compromised or surrendered by the Administrative Agent from time to time; that any guarantor, now or hereafter, of any of the Obligations, and any pledgors of collateral now or hereafter for any of the Obligations may be released in whole or in part from time to time; that any of the Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of any of the Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may be modified or waived on one or more occasions; and that Grantor and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by Grantor and none of which shall affect the right of the Administrative Agent to pursue the remedies available to the Administrative Agent under this Agreement or otherwise. The ability of Administrative Agent to pursue its remedies hereunder with respect to the Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Grantor or any other person or entity or against any or all of the other security or liens available to the Administrative Agent for the payment of the Obligations secured hereby. Grantor hereby waives any claim to marshalling of assets, any right to require that any action be brought against Grantor or any other person or entity prior to the exercise by Administrative Agent of its remedies with respect to the Collateral, and waives any right to require that resort be had to any security apart from the Collateral prior to action by Administrative Agent hereunder to realize upon the Collateral.

Acknowledgments and Waivers. (a) Each of Counsel, on behalf of itself and the FCR, and the Company acknowledges and agrees that Ducera has been retained solely to act as investment bank with respect to the services described under Section 1 hereof, and that no fiduciary or agency relationship between Counsel, the FCR, or the Company, on the one hand, and Ducera, on the other hand, has been created in respect of any transaction or Ducera’s engagement hereunder, regardless of whether Ducera has advised or is advising Counsel, the FCR, or the Company on other matters. In connection with the engagement, Ducera is acting as an independent contractor, with obligations owing solely to Counsel (for the benefit of the FCR) and not in any other capacity. Except as expressly contemplated by the Terms and Conditions set forth in Annex A, neither the engagement nor this Agreement is intended to confer rights upon any persons not a party hereto (including security holders, employees or creditors of the Company).

Acknowledgments and Waivers. (a) The Borrower acknowledges and confirms that, as of April 30, 2002, the outstanding principal balance of Revolving Loans was no less than $1,275,303, the outstanding principal balance of the Equipment Loan was no ---------- less than $5,858, and the outstanding principal balance of the Term Loan ------ was no less than $ 160,000 (collectively, the "OUTSTANDING --------- PRINCIPAL"), together with $ 13,626 accrued and unpaid interest on the -------- Outstanding Principal (the "OUTSTANDING INTEREST") and all costs, fees and expenses incurred under the Credit Agreement (the "OUTSTANDING FEES" and, together with the Outstanding Principal and the Outstanding Interest, the "CURRENT OUTSTANDING INDEBTEDNESS"). Borrower agrees that it owes the Current OutstandingIndebtedness free of any offset, defense or counterclaim and agrees that it will not assert any set off, defense or counterclaim to the Current Outstanding Indebtedness. In addition, the Borrower acknowledges that it remains liable for (i) all interest on the Outstanding Principal accruing from and after the date hereof (the "CONTINUING INTEREST") and (ii) all costs, fees and expenses incurred from and after the date hereof, in each case, pursuant to the Credit Agreement (the "CONTINUING FEES" and, together with the Current Outstanding Indebtedness and the Continuing Interest, the "OUTSTANDING INDEBTEDNESS"). The Borrower acknowledges and affirms its obligations under the Credit Agreement and any other related document executed in connection therewith.

Acknowledgments and Waivers. Borrower hereby ratified and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted pursuant to the Common Agreement and the Security Documents referred to therein, for the benefit of the Lenders, as collateral security for the Senior Indebtedness, and acknowledges that all of such Liens and security interests, and all collateral pledged as security for the Senior Indebtedness, continues to be and remain collateral for the Senior Indebtedness from and after the date hereof.

Acknowledgments and Waivers. Each Shareholder hereby (i) acknowledges that such Shareholder is familiar with the provisions of the articles of incorporation of Company fixing the powers, preferences and rights appurtenant to such Shareholder's Subject Shares, (ii) consents to the provisions of the Merger Agreement and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clause (i) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived.