Additional Acknowledgment. Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other party that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act and (iii) the disposition of the Transaction is restricted under this Confirmation, the Securities Act and state securities laws.
Additional Acknowledgment. Solely for purposes of determining withholding Taxes imposed under FATCA, from and after the date hereof, the Borrower and the Administrative Agent shall treat (and the Required Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471- 2(b)(2)(i).
Additional Acknowledgment. Each Member acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any advice from or evaluation by any other person. Each Member acknowledges that it has not taken any actions that would deem the Members to be members of a “group” for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Employee understands that the release of Claims extends to all of the aforementioned Claims and potential Claims which arose on or before the date of this Agreement, whether now known or unknown, suspected or unsuspected, and that the scope of this release constitutes an essential term of this Agreement. Employee further understands and acknowledges the significance and consequences of this Agreement and of each specific release and waiver, and expressly consents that this Agreement shall be given full force and effect to each and all of its express terms and provisions, including those relating to unknown and uncompensated Claims, if any, as well as those relating to any other Claims specified herein.
Additional Acknowledgment. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement and the Notes and the Warrants, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder.
Additional Acknowledgment. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, the Notes, the Warrants and the Registration Rights Agreement, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder. The Purchasers have not taken any actions that would deem such Purchasers to be members of a "group" for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Upon execution and delivery of a counterpart to this Agreement or a joinder to this Agreement, each Member shall be deemed to acknowledge to the Cipher Members and the WindHQ Members as follows:
(a) (i) the Cipher Members have retained Lxxxxx & Wxxxxxx LLP in connection with the transactions contemplated hereby and the Cipher Members expect to retain Lxxxxx & Wxxxxxx LLP as legal counsel in connection with their investment in the Company; (ii) Lxxxxx & Wxxxxxx LLP is not representing and will not represent any Member (other than the Cipher Members) or the Company in connection with the transactions contemplated hereby or any dispute which may arise between the Cipher Members, on the one hand, and any other Member or the Company, on the other hand; (iii) such Member will, if it wishes counsel on the transactions contemplated hereby, retain its own independent counsel; and (iv) Lxxxxx & Wxxxxxx LLP may represent the Cipher Members (or any of their respective Affiliates) in connection with any and all matters contemplated hereby (including any dispute between the Cipher Members, on the one hand, and any other Member or the Company, on the other hand), and such Member waives any conflict of interest in connection with such representation by Lxxxxx & Wxxxxxx LLP.
(b) (i) the WindHQ Members and the Company have retained [ ] in connection with the transactions contemplated hereby and the WindHQ Members expect to retain [ ] as legal counsel in connection with the management and operation of their investment in the Company and the Company expects to retain [ ] as legal counsel in connection with the management and operation of the Company; (ii) [ ] is not representing and will not represent any Member (other than the WindHQ Members) in connection with the transactions contemplated hereby or any dispute which may arise between the WindHQ Members or the Company, on the one hand, and any other Member, on the other hand; (iii) such Member will, if it wishes counsel on the transactions contemplated hereby, retain its own independent counsel; and (iv) [ ] may represent the WindHQ Members or the Company (or any of their respective Affiliates) in connection with any and all matters contemplated hereby (including any dispute between the WindHQ Members, on the one hand, and any other Member, on the other hand), and such Member waives any conflict of interest in connection with such representation by [ ].
Additional Acknowledgment. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated by this Agreement, the Notes, the Warrants and the Registration Rights Agreement, that it has independently determined to enter into the transactions contemplated hereby and thereby, that it is not relying on any advice from or evaluation by any other Purchaser, and that it is not acting in concert with any other Purchaser in making its purchase of securities hereunder. The Purchasers and, to its knowledge, the Company agree that the Purchasers have not taken any actions that would deem such Purchasers to be members of a "group" for purposes of Section 13(d) of the Exchange Act.
Additional Acknowledgment. Given: (1) the fundamental and essential nature of the client relationships and goodwill to International Loops’ continuing business operations; (2) the legally-protectable interest possessed by International Loops in such client relationships and general goodwill; (3) the specialized online pool of potential and target clients for International Loops; and (4) the proprietary skills, research, and methodology utilized by International Loops in providing Press-Related Marketing Services and Social Media Marketing Services for its clients, Independent Distributor agrees and acknowledges that this Agreement is reasonably necessary for the protection of International Loops’ business. Furthermore, Independent Distributor has been advised by International Loops to consult an attorney before signing this Agreement and has either obtained such consultation or made a willful and informed decision to forego such consultation. Independent Distributor has read and understands the terms set forth in this Agreement and agrees that these terms are reasonable in relation to the scopes of the relevant time periods, the relevant geographic territories, and the relevant business activities. [Xxxxxxx Xxxxxx] INDIVIDUALLY by [Xxxxxxx Xxxxxx] (date)
Additional Acknowledgment. I acknowledge and agree: (i) that I will obtain knowledge and skill relevant to the Company's industry, methods of doing business, and marketing strategies by virtue of my employment; (ii) that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interests of the Company; (iii) that I will be reasonably able to earn a living without violating the terms of this Agreement; (iv) the amount of my compensation reflects, in part, my obligations and the Company’s rights under this Agreement; (v) I have no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced herein in connection herewith; and (vi) I will not be subject to undue hardship by reason of my full compliance with the terms and conditions of this Agreement or the Company's enforcement of it. Nothing in this Agreement shall be construed to in any way terminate, supersede, undermine, or otherwise modify the “at-will” status of my employment relationship with the Company, pursuant to which either the Company or I may terminate the employment relationship at any time, with or without cause, and with or without notice.
