Agreements and Acknowledgments. In consideration of the establishment and funding of contract number GA-1147 with AIG Life Insurance Company and contract number 15340 with Xxxx Xxxxxxx Life Insurance Company (the "Annuity Contracts") and the delivery to Executive of certificates under the Annuity Contracts, Executive acknowledges and agrees that all of Executive's benefits accrued under the SERP as of December 31, 2001 ("Accrued Benefits") have been fully satisfied and discharged.
Agreements and Acknowledgments. Regarding Hedging Activities: Applicable.
Agreements and Acknowledgments. (a) Each Credit Party acknowledges that the recitals set forth above are true and correct in all respects and admits that the occurrence of the Acknowledged Events of Default have resulted in, or shall, if and when they occur, result in, Events of Default under the Credit Agreement.
Agreements and Acknowledgments. Equitable Relief 8 3.2 Remedies for Other Defaults 10 ARTICLE 4. REPRESENTATIONS 10
Agreements and Acknowledgments. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable
Agreements and Acknowledgments. You agree that clicking on the small circle with an “X” to select your desired account(s), below, constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or any resulting contract between you and the Bank. By clicking on the small circle with an “X” to select your desired account(s), you represent that: (i) you have read, understand and agree to all of the provisions of this E-Sign Disclosure and Agreement and agree to receive all related legal disclosures, agreements, instructions and communications electronically; and
Agreements and Acknowledgments. (i) The undersigned acknowledges that he or she has received a copy of the Prospectus. This Agreement creates a legally binding obligation and the undersigned agrees to be bound by the terms of this Agreement.
(ii) The undersigned acknowledges that the Company has valuable net operating loss (“NOL”) carry-forwards, the use of which would be limited if the Company were to experience an “ownership change” under Section 382 of the Internal Revenue Code as a result of the transfer of the shares of common stock issuable hereunder, and, accordingly, the undersigned further acknowledges that any prospective transferee of the shares will be required to provide the Company’s transfer agent with a representation letter substantially in the form attached hereto as Exhibit B and each of the stock certificates issued in connection with this offering will contain a legend to ensure that a prospective transferee is aware of this requirement. In addition, the undersigned acknowledges that, contemporaneously with the execution and delivery of this Agreement, the undersigned will execute and deliver a letter agreement, substantially in the form attached hereto as Exhibit A, pursuant to which, among other things, until the third anniversary of the closing of the offering, the undersigned will agree to consult with the Company at least 10 days prior to any proposed purchase or sale of shares regarding the potential adverse tax impact that the purchase or sale could have on the NOLs and, if requested by the Company, to provide to the other party to the proposed purchase or sale any disclosure prepared by the Company describing the potential adverse tax impact. The undersigned further acknowledges that any attempted transfer in violation of the notice requirement set forth herein and otherwise acknowledged herein shall not be valid and binding upon the Company, and the Company shall be entitled to refuse to register the name of any transferee of such shares of common stock as a shareholder of the Company on its records if the transfer of such shares was effected without compliance with these provisions. Notwithstanding the foregoing, the Company shall have the right to waive this prior notice requirement for any reason in its sole discretion.
(iii) The undersigned certifies that, with respect to the offering, the undersigned:
(a) has reached its own decision to invest in the Company independently from any other purchaser, and from any advisor to the Company;
(b) has not entered...
Agreements and Acknowledgments. SCDOT and the Association acknowledge and mutually agree as follows:
(a) The Southern Connector has achieved Substantial Completion and Final Completion as contemplated by Section 3.8 of the Original License Agreement. The parties agree that Substantial Completion of the Southern Connector was achieved on July 22, 2001. The parties agree that the S.C. 153 Project has been completed and that the Association will have no further obligation under the License Agreement in respect of S.C. 153.
(b) The intention of the parties with respect to this First Amendment is to provide under the License Agreement that:
(i) the Association shall be obligated under the License Agreement to make deposits of available Toll Revenues with the Trustee for the Association’s Bonds, and the Trustee shall apply the Toll Revenues periodically based on the uses and priority set forth in Exhibit 5 of the License Agreement and in the Master Trust Indenture (including periodically to the Renewal and Replacement Fund), in each case as further set forth herein and therein;
(ii) SCDOT shall be responsible for payment and performance of all maintenance, repair, renewal, and replacement of the Southern Connector interstate highway in the same manner and to the same extent as it is responsible for maintenance, repair, renewal, and replacement of the rest of the interstate highways in the State Highway System in accordance with all applicable laws, rules, regulations, standards, policies and practices, and the Association shall not be responsible for any Highway Maintenance or Highway Maintenance Costs;
(iii) the Association shall be responsible for performance of the Toll Facilities Maintenance and payment of the Toll Facilities Maintenance Costs, but solely as an Operating Cost from the available Toll Revenues;
(iv) other than its general obligation to make deposits of Toll Revenues with the Trustee as specified in clause (i) above and its specified obligations under clause (iii) above, the Association shall not be obligated to pay or provide any funds or have any obligation or liability whatsoever for maintenance, repair, renewal, and replacement of the Southern Connector, which shall be SCDOT’s responsibility as set forth in clause (ii);
(v) no License Fees are payable under the License Agreement;
(vi) the Association shall remain responsible for paying all Operating Costs of the Southern Connector, but only from Toll Revenues available for such purpose hereunder;
(vii) toll rates will be ...
Agreements and Acknowledgments. Equitable Relief 10
Agreements and Acknowledgments agree that my decision to accept or reject the Offer to Amend with respect to all of my eligible options is entirely voluntary and is subject to the terms and conditions of the Offer to Amend.
