Covenants and Acknowledgments. Executive further understands and agrees:
a) that by signing this Agreement he is voluntarily making a full and final compromise and settlement of any and all claims, disputed or otherwise, arising out of his employment relationship with Foamex including claims under the Age Discrimination in Employment Act (ADEA) which he may have, and that this Agreement will preclude any further or additional claims arising out of said relationship, but will not preclude any claims which might arise after the Agreement is executed;
b) that, in accordance with the federal law, the Executive has twenty-one (21) calendar days from the date this Agreement is received by him to consider and accept the Agreement by signing and returning it to Foamex, and if so accepted, another seven (7) calendar days to revoke that acceptance should he change his mind;
c) that Executive has the right to consult any attorney prior to signing this Agreement and has been encouraged to do so by Foamex;
d) that Foamex and Executive have agreed that the terms of the Agreement are and shall remain completely confidential, except that the parties may disclose the terms of this Agreement to legal counsel and tax advisors. In addition, Foamex may disclose the terms of this Agreement to those individuals whose services are required to authorize, implement, or enforce the terms of this Agreement. It is understood and agreed by Executive and Foamex, that those to whom disclosure may be made under this provision, also must keep the terms of this Agreement confidential;
e) that Executive acknowledges that this Agreement is contractual and not a mere recital; and agrees that this Agreement shall be given full force and effect and that it shall be binding upon Executive's heirs, executors, successors, administrators and assigns.
Covenants and Acknowledgments. 16.1 Each Party covenants to use its best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein.
16.2 The Parties hereby acknowledge that the Seller has undertook and promised, after having made any diligent inquiry itself and through its specialized advisors that the Gold Bars to be shipped pursuant to this Agreement can be imported to the Buyer’s nominated airport in the Import Country and shall procure that any legal action required to this end shall be promptly taken.
16.3 Each party on behalf of itself and acknowledges and agrees with the other Party that:
16.3-1 in entering into this Agreement neither party has relied on any representation or statement made prior to entry into this Agreement; and
16.3-2 the only remedy available to either party for breach of this Agreement shall be for breach of contract under the terms of this Agreement and it shall have no right of action against any other party in respect of any representation or statement made prior to entry into this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.
Covenants and Acknowledgments. (a) Except as specifically set forth herein, the Company agrees to comply with all provisions of the Transaction Documents applicable to the Company, including, without limitation, all of the payment terms under the Transaction Documents.
(b) Within 5 days of the date hereof, the Company shall take any and all actions as may be required under the laws of its state of incorporation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority in order to (i) causeMichael Lebor, Dxxxx Xxxxxxxxx and Pxxxxx Xxxxxxxx to resign as a member of the Company’s Board of Directors, and (ii)cause the election or reelection of all directors designated by the Buyers, which designees shall initially be Dxxxx Xxxxxx, Rxxxxxx Xxxxxxxxx and Kxxxxxx Londoner, to serve as all of the sole members of the Company’s Board of Directors from the date hereof until such director designee’s resignation, death, removal or disqualification; provided, however, that each director designee may subsequently only be removed by the Company’s Board of Directors, absent a vote for such removal by the holders of the Company’s capital stock entitled to vote on such matters in accordance with any applicable laws set forth by any Governmental Authority, for gross negligence or a material breach of such director designee’s fiduciary or similar duties owed to the Company. In the event of the resignation, death, removal or disqualification of any director designee at any time after the date hereof, the Buyers shall be entitled to nominate a replacement director and, after the Company’s Board of Directors has approved such designee, the Company’s Board of Directors shall, subject to any requisite approvals of any holders of the Company’s capital stock entitled to vote on such matters, take such actions as may be necessary under the laws of its state of incorporation, its Organic Documents and any all other applicable laws set forth by any Governmental Authority to elect such nominee to the Company’s Board of Directors to serve until his or her resignation, death, removal or disqualification or until his or her successor is duly elected. The Company shall not take any action to increase or decrease the size of the Company’s Board of Directors without the express written consent of each Buyer.
(c) Within 5 days of the date hereof, the Company shall take, and shall cause Chatand Tech, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“S...
Covenants and Acknowledgments. Each of you covenant and agree that: (1) liability under this guaranty shall be joint and several; (2) that this is a guaranty of payment and not of collection and you shall render any payment required under the Agreements or this guaranty upon demand; (3) this guaranty shall extend to all amounts you may now or in the future owe to any of us, whether pursuant to the Agreements, another agreement with us or otherwise; (4) your liability under this guaranty shall not be contingent or conditioned upon pursuit by us of any remedies against Franchisee or any of you; (5) your liability hereunder shall not be diminished, relieved, or otherwise affected by any extension of time, credit, or other indulgence or waiver that we may from time to time grant to Franchisee or to any of you, including, without limitation, the acceptance of partial payment or performance, the compromise or release of any claims, the release of any other guarantor, or our consent to any transfer or assignment of the franchise or any interest therein and expressly reserve all rights that we may have against you.
Covenants and Acknowledgments. The Company and All-Star Beverages, Inc., as applicable, (a) shall register the shares of the Company's Common Stock issuable upon the conversion of the Additional Note in the Company's next Registration Statement (as defined in the Registration Rights Agreement), (b) acknowledges that the term "Note" set forth in the Registration Rights Agreement shall mean the collective reference to the Original Note and the Additional Note and (c) the obligations and liabilities secured by the Master Security Agreement dated as of October 26, 2004 shall include, without limitation, the Company's obligations and liabilities to Laurus hereunder and under the Additional Note.
Covenants and Acknowledgments. 4.1 The Parties acknowledge and agree as follows:
Covenants and Acknowledgments. (a) Guarantor agrees that, regardless of whether Landlord gives notice thereof or obtains the consent of Guarantor thereto, Guarantor’s liability hereunder shall not be released, extinguished or otherwise reduced in any way by reason of:
(i) Any amendment, modification, renewal, extension, substitution or replacement of the Lease or any of the guaranteed obligations, in whole or in part;
(ii) Any acceptance, enforcement or release by Landlord of any security for the Lease or any of the guaranteed obligations, any addition, substitution or release of any guarantor, or any enforcement, waiver, surrender, impairment, release, compromise or settlement of any matter with respect to the Lease or any of the guaranteed obligations or any security therefor;
(iii) Any assignment of this Guaranty in whole or in part by Landlord, or any assignment or transfer of the Lease by Landlord or Tenant, or any sublease by Tenant of the Premises;
(iv) The invalidity or unenforceability of any provision of the Lease or any of the guaranteed obligations (unless such invalid or unenforceable Lease provision or guaranteed obligation
(A) is the specific Lease provision or guaranteed obligation as to which Landlord is seeking Guarantor’s performance, and (B) is invalid or unenforceable generally, rather than invalid or unenforceable specifically against Tenant only); or
(v) Any failure, omission or delay of Landlord in enforcing the Lease, any of the guaranteed obligations, or this Guaranty, any refund of payments received by Landlord with respect to any of the guaranteed obligations, or any other action which Landlord may take or omit to take in connection with the Lease, any of the guaranteed obligations, or this Guaranty, unless the subject acts or omissions by Landlord modified Tenant’s obligations under the Lease, in which event Guarantor’s obligations hereunder shall be concurrently modified.
(b) Landlord has no duty to disclose to Guarantor any information it receives regarding the financial status of Tenant, whether or not such information indicates that the risk of Guarantor under this Guaranty has been or may be increased. Guarantor assumes full responsibility for being and keeping informed of Tenant’s financial condition, Tenant’s performance under the Lease, and Tenant’s use and operation of the Premises.
(c) Guarantor hereby subordinates all its claims for payment or liens securing indebtedness of Tenant to Guarantor, if any, to Landlord’s right to receive payment from T...
Covenants and Acknowledgments. (i) LEGAL COMPLIANCE. Operator agrees to comply with all applicable laws and regulations, including but not limited to the rules and regulations promulgated by the FCC under the Communications Act of 1934, as amended, and to obtain and maintain all appropriate government Licenses necessary to the operation of Operator's System. Operator agrees to notify AirTouch in writing within five days after Operator becomes aware of the commencement of any action, suit or proceeding, or of the issuance of any order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, which could have a material effect on the operations of the Affiliated Systems or the operations or financial condition of Operator.
Covenants and Acknowledgments. Section 3.1 Prohibition on Net Short Positions. From and including the date of this Agreement, the Purchaser agrees that such Purchaser shall not maintain a Net Short Position. “Net Short Position” shall mean that the aggregate number of shares of Common Stock held in a short position by such Purchaser exceeds the sum of (i) the number of shares of Common Stock owned by such Purchaser, plus (ii) the number of Warrant Shares or Conversion Shares issuable to such Purchaser.
Covenants and Acknowledgments. 16.1 Each Party covenants to use its best efforts in the full spirit of co-operation to promptly achieve the purpose set forth herein.
16.2 Each party on behalf of itself and acknowledges and agrees with the other Party that:
16.2-1 in entering into this Agreement neither party has relied on any representation or statement made prior to entry into this Agreement; and
16.2-2 the only remedy available to either party for breach of this Agreement shall be for breach of contract under the terms of this Agreement and it shall have no right of action against any other party in respect of any representation or statement made prior to entry into this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.
