Assignment and Acknowledgment Sample Clauses

Assignment and Acknowledgment. Pactiv NA hereby transfers and assigns to Xxxxxxxx BV which accepts, all of its obligations, rights and interests to and under the Pledge Agreement. Xxxxxxxx BV hereby (a) confirms, acknowledges and agrees that the Pactiv Corporation Pledged Partnership Interest continues to be subject to the Pledge Agreement and the Security Interest created thereunder, which continue to be in full force and effect subject to the Legal Reservations (as such term is defined in the Credit Agreement, as amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time); (b) acknowledges and ratifies all of the terms and conditions of the Pledge Agreement, including, without limitation, all obligations of the Pledgors under the Pledge Agreement; (c) agrees to be bound by the terms of the Pledge Agreement, in its capacity as pledgor thereunder, as new owner of the Pactiv Corporation Pledged Partnership Interest subject to the Security Interest; and (d) assumes, in its capacity as pledgor and as new owner of the Pactiv Corporation Pledged Partnership Interest subject to the Security Interest, all obligations of Pactiv NA arising out of the Pledge Agreement. In view of the foregoing, the Parties hereby expressly acknowledge and agree that all references in the Pledge Agreement to (i) “Pactiv Corporation” shall be understood and construed, to the applicable extent, as references to “Xxxxxxxx Packaging International B.V.” and (ii) the “Pledgors” shall be understood and construed as to include “Xxxxxxxx Packaging International B.V.” as new owner of the Pactiv Corporation Pledged Partnership Interest.
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Assignment and Acknowledgment. The Depositor and Eligible Lender Trustee on its behalf hereby assign their rights under the Sales Agreement to the Issuer and the Eligible Lender Trustee on its behalf. The Depositor and the Eligible Lender Trustee on its behalf further acknowledge the further assignment of the Sales Agreement to the Indenture Trustee pursuant to the Indenture.
Assignment and Acknowledgment. The Executive hereby assigns to Nautica all rights, title and interests and his common law rights in the Marks, including the good will attached thereto. The Executive acknowledges that hereafter Nautica is and will be the sole owner of all right, title and interest in and to the Marks throughout the world.
Assignment and Acknowledgment. 3.2 The Xxxxxxx Trust hereby acknowledges, confirms and ratifies that the Xxxxxxx Trust assigned all right, title and interest in the Shares to the Purchasers pursuant to the Assignment and that this Agreement does not, and is not intended to, affect such Assignment. For the avoidance of doubt, the Xxxxxxx Trust acknowledges and agrees that the Rescission is with respect to the Original Transaction Documents (as assigned to the Purchasers pursuant to the Assignment) and that the Xxxxxxx Trust has no, and will not acquire any, interest in the Shares or the Original Transaction Documents, which were previously assigned to the Purchasers pursuant to the Assignment (the “Assignment and Acknowledgement”), as a result of the Recission.

Related to Assignment and Acknowledgment

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Acceptance and Acknowledgment By accepting this Agreement, the Participant:

  • Consent and Acknowledgment of Remaining Party Remaining Party hereby consents to the assignment and delegation by Assignor to Assignee of all the rights, duties, and obligations of Assignor under the Assigned Transaction pursuant to this Assignment Agreement.

  • Waivers and Acknowledgments (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral.

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Certain Covenants and Acknowledgments 9 (a) Transfer Restrictions................................................ 9 -19-

  • FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

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