Consents and Acknowledgements Sample Clauses

Consents and Acknowledgements. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan (if any). The acceptance of the Plan (if any) by each of the Consenting Noteholders and each Consenting Lender shall be solicited pursuant to the Disclosure Statement and related ballots in accordance with applicable law, and subject to sections 1125, 1126, and 1127 of the Bankruptcy Code. This Agreement does not constitute, and shall not be deemed to constitute, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other federal, state, or provincial law or regulation.
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Consents and Acknowledgements. It shall use commercially reasonable efforts to obtain consent and acknowledgement agreements from counterparties to Material Agreements that, when added to all Freely Transferrable Material Agreements, in the aggregate account for not less than 85% of the Borrower’s consolidated revenue at the end of each Fiscal Quarter.
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Consents and Acknowledgements. The Administrative Agent has received from the Borrower (a) the letter from the Borrower to Franco-Nevada Mining Corporation ("Franco-Nevada") executed by Franco-Nevada whereby Franco-Nevada consents to, among other things, the execution and delivery of the Mortgage and the assignment of the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations and (b) the letter from the Borrower to Willxxx X. Xxxxx, Xxirxxx X. Xxxxx, Xxrt Stocxxxx Xxxestments, Inc. and Mouax Xxxkel Mines, Inc. (collectively, the "Mouats") executed by the Mouats pursuant to which the Mouats consent to, among other things, the execution and delivery of the Mortgage and the assignment the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations. The Borrower has made all commercially reasonable efforts to obtain Counterparty Notices from all refiners, warehousemen and Specified Assigned Agreement Counterparties (as such term is defined in the Mortgage).
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Consents and Acknowledgements. Seller shall have obtained and delivered to PRGUSA the written consent of all Lenders under that certain Amended and Restated Credit Agreement dated as of April 1, 1999 (as amended to the date hereof, the "Credit Agreement"), by and among Shareholder, as borrower, and EPS, Seller and certain other affiliates of the Shareholder, as guarantors, and the several lending institutions from time to time party thereto as "Lenders" and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as administrative agent (in such capacity, the "Agent") to the sale contemplated herein and a release of all liens of Lenders on the Purchased Assets satisfactory to PRGUSA, and such consent shall remain in full force and effect at and as of the Closing. In addition, Seller, Shareholder, EPS Solutions Corp. and InterVoice-Brite, Inc. shall have provided PRGX and PRGUSA with written acknowledgements satisfactory to them and to PRGUSA to the effect that neither Seller, Shareholder and EPS Solutions Corp., on the one hand, nor InterVoice-Brite, Inc., on the other hand, has any claims against the other and that InterVoice-Brite, Inc. waives any claims it has or may have against PRGUSA or PRGX under that certain Warrant No. 1 to purchase 5,000 shares of Common Stock of Seller and, in certain circumstances shares of Common Stock of EPS dated April 14, 1999 ("Warrant") including without limitation any claims under Section 2.06 or Sections 3.04 thereof, to enforce any rights under such Warrant against PRGUSA or PRGX and agrees that its sole remedy under such Warrant shall be against Seller and EPS. Seller shall have delivered to PRGUSA a consent and agreement acceptable to PRGUSA relating to an assignment of Seller's leasehold interest in certain equipment leased to Seller from LaSalle National Leasing Corporation and described on Schedule 4.16 hereof
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Consents and Acknowledgements. (a) The Seller hereby expressly consents to the transfer to the Purchasers of all of the Seller's right, title and interest in, to and under the Seller Note, the Seller Warrants, the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents. (b) The Seller hereby expressly acknowledges that, following the Closing Date, the Purchasers shall have succeeded to all of the Seller's rights under the Securities Purchase Agreement (including, without limitation, all rights under the Seller Note and the Seller Warrants), the Investor Rights Agreement and each of the Security Documents. (c) The Seller hereby expressly acknowledges that, following the Closing Date, each Purchaser shall be deemed for all purposes to be a "Purchaser" under each of the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents and shall have the right to enforce the provisions of each such agreement as if such Purchaser were an original party thereto. (d) The Seller shall use best efforts to obtain from each of the Remaining Holders, as soon as practicable following the Closing, an agreement, for the benefit of the Purchasers, confirming the matters set forth in Sections 1.3(a), 1.3(b) and 1.3(c) above.
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Consents and Acknowledgements deliver to the Bank, not later than thirty (30) days after the Drawdown Date of the first Advance to be drawn down in respect of a Ship: (a) each Refund Guarantee Assignment Consent and Acknowledgement in respect of each Refund Guarantee for that Ship, each duly executed by the parties thereto; (b) the Contract Assignment Consent and Acknowledgement for that Ship, duly executed by the parties thereto; (c) evidence in form and substance satisfactory to the Bank of the authority of the parties executing the above said acknowledgments; (d) evidence that each Refund Guarantee (including, if required under applicable laws, any letter supplemental to a Refund Guarantee) in respect of that Ship has been duly registered with SAFE; and (e) a legal opinion (at the expense of the Borrowers) issued by the Bank’s special legal advisers on matters of Chinese law in form and substance satisfactory to the Bank;
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Consents and Acknowledgements. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, (a) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Exchange Agreement and the consummation of the Exchange pursuant to the terms thereof; (b) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Revolving Credit Agreement Amendment and the transactions contemplated thereby; (c) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment and the transactions contemplated thereby and authorize, direct and instruct the Administrative Agent to enter into the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment; and (d) the parties hereto acknowledge that upon the consummation of the Exchange and the other transactions contemplated by the Exchange Agreement and the other New Equity Documents, (i) the Holdings Credit Agreement shall be terminated and of no further effect, and (ii) the Sponsor shall no longer be acting, directly or indirectly, as a sponsor or parent company to Holdings or the Company (it being understood and agreed that SCSF Cantinas is an Affiliate of Sponsor and will become a holder of Capital Stock of Holdings in connection with the Exchange); the parties hereto agree that all references in the Credit Agreement and the other Loan Documents to “Holdings Credit Agreement” and “Sponsor” and other terms referring to such document or such Person shall be disregarded and of no significance.
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Consents and Acknowledgements 
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Related to Consents and Acknowledgements

  • 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. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this 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. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • 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. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.

  • Agreements and Acknowledgements Regarding Hedging Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

  • 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: (i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; (ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and (iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

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

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

  • Labor Law Policy and Acknowledgement This provision supplements Sections 6 and 7 of the Agreement: By accepting the RSUs, you acknowledge and agree that the grant of RSUs is made by the Company (not the Employer) in its sole discretion and that the value of the RSUs or any shares of Common Stock acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments. If, notwithstanding the foregoing, any benefits under the Plan are considered salary or wages for any purpose under Argentine labor law, you acknowledge and agree that such benefits shall not accrue more frequently than on each Vesting Date.

  • Certain Covenants and Acknowledgments 8 (a) Transfer Restrictions ..................................... 8 (b)

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

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