Further acknowledgement and undertakings Sample Clauses

Further acknowledgement and undertakings. 7.1 Save as required by the AIM Rules or any other applicable law or regulations, neither any advice rendered by Xxxxxxx Xxxxxx nor any communication from Xxxxxxx Xxxxxx in connection with the services performed by Xxxxxxx Xxxxxx pursuant to this Agreement may be quoted, or referred to, in any public report, document, release or other communication by the Company or by any related party without the prior written consent of Xxxxxxx Xxxxxx. 7.2 The parties acknowledge that Xxxxxxx Xxxxxx is acting solely for the Company in relation to the subject matter of this Agreement and no one else and accordingly that Xxxxxxx Xxxxxx will not be responsible to anyone other than the Company for providing the protections afforded to customers of Xxxxxxx Xxxxxx under FSA Handbook or for providing advice in relation to or in connection with such subject matter. 7.3 The Company acknowledges that Xxxxxxx Xxxxxx is not responsible for providing any legal advice to the Company or the Directors in respect of any applicable laws and regulations and, where appropriate, the Company undertakes to obtain appropriate legal advice in respect of these and to communicate to Xxxxxxx Xxxxxx any such advice as is relevant to the carrying out of Xxxxxxx Xxxxxx’x services hereunder. 7.4 The Company hereby acknowledges that Xxxxxxx Xxxxxx, companies and persons associated with it and other clients of Xxxxxxx Xxxxxx may, from time to time, have a material interest in any matter on which Xxxxxxx Xxxxxx advises the Company. Such an interest may give rise to a conflict of interests and the Company hereby agrees that Xxxxxxx Xxxxxx is not obliged to disclose details of any such material interest to the Company in relation to any specific advice, transaction or any other service rendered to the Company by Xxxxxxx Xxxxxx. The Company hereby agrees that as a result of any such material interest Xxxxxxx Xxxxxx may not be able to advise the Company and Xxxxxxx Xxxxxx reserves the right at any time in its absolute discretion to decline to arrange any transaction or give advice or make any recommendation to the Company. Xxxxxxx Xxxxxx undertakes to the Company that it has in place appropriate procedures and safe guards to manage any potential conflict in accordance with the rules of the FSA Handbook and the Nomad Rules. 7.5 Xxxxxxx Xxxxxx and companies associated with it operate policies of independence. These require any persons acting on behalf of clients to disregard any material interests that Xxxxxxx...
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Further acknowledgement and undertakings. 6.1 Save as required by the AIM Rules, the Toronto Stock Exchange, applicable laws or regulations or any securities regulatory authority having jurisdiction, neither any advice rendered by Ocean Equities nor any communication from Ocean Equities in connection with the services performed by Ocean Equities pursuant to this Agreement may be quoted, or referred to, in any public report, document, release or other communication by the Company or by any related party without the prior written consent of Ocean Equities. If any advice or communication is required to be quoted or referred to, the Company will promptly first notify Ocean Equities thereof so Ocean Equities can take such measures as it feels are necessary. 6.2 The Company and each of the Directors acknowledge and accept that Ocean Equities may be required by law or by regulatory agencies and authorities to disclose information and deliver documents relating to the Company and the Directors in relation to Ocean Equities’ engagement hereunder. The Company and each of the Directors expressly authorise any such disclosure or delivery provided that, to the extent allowed, Ocean Equities will provide the Company with prompt notice before making any such disclose of information so the Company and the Directors can take such measures as they feel are necessary. 6.3 All correspondence and papers in Ocean Equities’ possession or control relating to its engagement hereunder shall be and remain Ocean Equities’ sole property, save for any original documents held to the Company's order. 6.4 Ocean Equities is entitled to assume that instructions have been properly authorised by the Company if they are given or purported to be given by an individual or person who is or purports to be and is reasonably believed by Ocean Equities to be a director, appropriate employee or authorised agent of the Company. 6.5 When Ocean Equities gives the Company advice or provides other services in accordance with this Agreement, it or an associate or some other person in connection with it or another client may have an interest, relationship or arrangement that is material in relation to the transaction or investment concerned. Accordingly, if Ocean Equities becomes aware that a conflict of interest has arisen or is likely to arise, it will inform the Company, but will be under no obligation to provide details of the conflict save as may be reasonably required to enable the Company to make a judgment on the matter. Thereafter, the part...
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Further acknowledgement and undertakings. 13.1 The Buyer acknowledges that, as from the Completion Date, it shall have no actionable claim against any manager or director of any Group Company or employee of TML providing services to any Group Company who ceases to hold such position in, or provide such services to, that Group Company as a result of the transaction proposed by this Agreement, and should a cause of action arise against such person, the Buyer shall not seek and shall procure that no Group Company shall seek to enforce such claim against that manager, director or employee. 13.2 The Seller waives and may not enforce any right which the Seller may have against any Group Company, or any director or employee of any Group Company, on which or on whom the Seller may have relied in agreeing to any term of this Agreement or any statement in the Disclosure Letter, save in the case of such director’s or employee’s fraud, wilful concealment or dishonesty. 13.3 Pending and following Completion, the Buyer shall provide all reasonable assistance as the Seller may reasonably require in respect of the SPRE Liquidation, and following Completion the Buyer shall not attempt to forestall, hinder or interfere with the SPRE Liquidation in any way, or attempt to procure a reversal of the SPRE Liquidation by any means. 13.4 The Seller undertakes to use its reasonable endeavours to discharge before Completion: (i) the charge of deposit registered against UAQ created on 30 November 1998; (ii) the memorandum of cash deposit registered against UAQ created on 23 December 1997; and (iii) those charges registered against any Group Company in favour of the Royal Bank of Scotland where the secured obligation has been discharged in full, and, if such charges have not been discharged by Completion, to indemnify and keep indemnified the Buyer (which takes the benefit of this indemnity for itself and as trustee for each Group Company) against all actions, proceedings, losses, costs, claims, damages, liabilities and expenses which it or any Group Company may suffer or incur in respect of any claim made under or in respect of such charges PROVIDED always that (a) such indemnity shall cease to apply from the time on which such charges are discharged and (b) the Buyer shall and shall procure that each Group Company shall, at the Seller’s cost, provide all reasonable assistance in connection with procuring such discharge. 13.5 The Seller undertakes to indemnify and keep indemnified the Buyer (which takes the benefit of this i...
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Related to Further acknowledgement and undertakings

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Your Acknowledgements You acknowledge and agree that: 5.1 Apple may at any time, and from time to time, with or without prior notice to You (a) modify the APN, including changing or removing any feature or functionality, or (b) modify, deprecate, reissue or republish the APN APIs. You understand that any such modifications may require You to change or update Your Applications, Passes or Sites at Your own cost. Apple has no express or implied obligation to provide, or continue to provide, the APN and may suspend or discontinue all or any portion of the APN at any time. Apple shall not be liable for any losses, damages or costs of any kind incurred by You or any other party arising out of or related to any such service suspension or discontinuation or any such modification of the APN or APN APIs. 5.2 The APN is not available in all languages or in all countries or regions and Apple makes no representation that the APN is appropriate or available for use in any particular location. To 5.3 Apple provides the APN to You for Your use with Your Application, Pass, or Site, and does not provide the APN directly to any end-user. You acknowledge and agree that any Push Notifications are sent by You, not Apple, to the end-user of Your Application, Pass or Site, and You are solely liable and responsible for any data or content transmitted therein and for any such use of the APN. Further, You acknowledge and agree that any Local Notifications are sent by You, not Apple, to the end-user of Your Application, and You are solely liable and responsible for any data or content transmitted therein. 5.4 Apple makes no guarantees to You in relation to the availability or uptime of the APN and is not obligated to provide any maintenance, technical or other support for the APN. 5.5 Apple reserves the right to remove Your access to the APN, limit Your use of the APN, or revoke Your Push Application ID at any time in its sole discretion. 5.6 Apple may monitor and collect information (including but not limited to technical and diagnostic information) about Your usage of the APN to aid Apple in improving the APN and other Apple products or services and to verify Your compliance with this Agreement; provided however that Apple will not access or disclose the content of any Push Notification unless Apple has a good faith belief that such access or disclosure is reasonably necessary to: (a) comply with legal process or request; (b) enforce the terms of this Agreement, including investigation of any potential violation hereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Apple, its developers, customers or the public as required or permitted by law. Notwithstanding the foregoing, You acknowledge and agree that iOS, iPadOS, macOS, and watchOS may access Push Notifications locally on a user’s device solely for the purposes of responding to user requests and personalizing user experience and suggestions on device.

  • Further Agreement The Primary Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Further Agreements The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • Guarantor Acknowledgement Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • ACKNOWLEDGEMENT OF ADDENDA The Bidder shall acknowledge receipt of any addenda issued to this solicitation by completing the blocks below or by completion of the applicable information on the addendum and returning it not later than the date and time for receipt of the bid. Failure to acknowledge an addendum that has a material impact on this solicitation may negatively impact the responsiveness of your bid. Material impacts include but are not limited to changes to specifications, scope of work/services, delivery time, performance period, quantities, bonds, letters of credit, insurance, or qualifications. Addendum No. , Date Addendum No. , Date Addendum No. , Date Addendum No. , Date The Bidder represents that the following principals are authorized to sign bids, negotiate and/or sign contracts and related documents to which the bidder will be duly bound. Principal is defined as an employee, officer or other technical or professional in a position capable of substantially influencing the development or outcome of an activity required to perform the covered transaction. Name Title Telephone Number/Email (Signature) (Date) (Title) (Name of Business) The Bidder shall complete and submit the following information with the bid: Partnership Non-Profit Joint Venture* Corporation Principal Place of Business (Florida Statute Chapter 607): City/County/State THE PRINCIPAL PLACE OF BUSINESS SHALL BE THE ADDRESS OF THE BIDDER’S PRINCIPAL OFFICE AS IDENTIFIED BY THE FLORIDA DIVISION OF CORPORATIONS. Federal I.D. number is: * Joint venture firms must complete and submit with their Bid Response the form titled “Information for Determining Joint Venture Eligibility”, and a copy of the formal agreement between all joint venture parties. This joint venture agreement must indicate the parties’ respective roles, responsibilities and levels of participation for the project. If proposing as a Joint Venture, the Joint Venture shall obtain and maintain all contractually required insurance in the name of the Joint Venture as required by the Contract. Individual insurance in the name of the parties to the Joint venture will not be accepted. Failure to timely submit the required form along with an attached written copy of the joint venture agreement may result in disqualification of your Bid Response List at least three (3) clients during the past ten (10) years for which you provided a comparable amount of goods or services substantially similar to those specified in the solicitation in the spaces provided below. Provide the Company name, contact person, address, email address, telephone number, and date services were performed, as described.

  • 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.

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