AUTO PARTS OBLIGATIONS AND ACKNOWLEDGMENTS Sample Clauses

AUTO PARTS OBLIGATIONS AND ACKNOWLEDGMENTS. Auto Parts hereby agrees that it will promptly provide APS, without requiring any request therefor from APS, with any and all materials required by APS to provide the services contemplated by this Agreement, including, but not limited to, data and records relating to Auto Parts sales, cash flows, pricing, purchases, borrowings, and employees. Auto Parts hereby acknowledges and agrees that the services to be provided by APS under this Agreement shall in no event include any services not expressly described herein or on the exhibits hereto, including, but not limited to, all of the following: manual runs of checks for accounts payable, payroll processing or accounting, inventory accounting, bank account reconciliation, month-end financial statement reviews, credit and collections services or treasury services. Auto Parts hereby agrees and acknowledges that the time for performance for any and all services to be performed by APS and/or its employees under this Agreement shall, in all cases, be within such commercially reasonable time as shall be determined by APS in good faith and in its sole and exclusive discretion. Auto Parts hereby agrees and acknowledges that APS makes no representation, warranty, agreement, commitment or covenant whatsoever as to: (a) its ability to perform any services requested by Auto Parts at any time or within the time desired by Auto Parts for completion of the performance of such services; and (b) the accuracy or completeness or adequacy of any services or information to be performed or provided by APS and/or its employees under this Agreement. As a result, Auto Parts hereby expressly understands and acknowledges that APS may fail to complete the accounting services necessary to be completed for the operation of the business of Auto Parts by the time or in the manner necessary for the performance of such services, and that neither APS nor its employees shall have any liability whatsoever for such failure or for any other reason under this Agreement.
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Related to AUTO PARTS OBLIGATIONS AND ACKNOWLEDGMENTS

  • 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:

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  • 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, “

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  • 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.

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Representations, Warranties and Acknowledgments (a) The Buyer hereby represents and warrants to Seller that:

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  • Lenders’ Representations, Warranties and Acknowledgment (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

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