Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. In signing this Agreement, the Executive gives EMC assurance that he has carefully read and considered and has understood all the terms and conditions of this Agreement, including the restraints imposed on him under Section 8 and the waivers and releases of Section 9; that has had a full and reasonable opportunity to consider the terms of this Agreement and to consult with any person of his choosing before signing; and that he has signed this Agreement knowingly and voluntarily. (a) THE EXECUTIVE UNDERSTANDS THAT SECTION 9. INCLUDES A RELEASE BY THE EXECUTIVE OF CERTAIN RIGHTS. THE EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. THE EXECUTIVE AGREES THAT EMC ALLOWED HIM SUFFICIENT TIME TO REVIEW THIS AGREEMENT, TO CONSIDER THE RAMIFICATIONS OF SIGNING IT, AND TO CONSULT AN ATTORNEY. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, THAT HE UNDERSTANDS ALL OF THE PROVISIONS OF SECTION 9, AND THAT HE IS AGREEING TO THE RELEASES OF SECTION 9 VOLUNTARILY. (b) The Executive agrees without reservation that each of the restraints contained in this Agreement is necessary for the reasonable and proper protection of the goodwill, Proprietary Information and other legitimate interests of EMC; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Executive from obtaining other suitable employment during the period that such restraints are in effect. The Executive further agrees that, were he to breach any of the covenants contained in Section 8, the damage to EMC would be irreparable. The Executive therefore agrees that in the event of such a breach or threatened breach, EMC shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. The Executive further agrees that, in the event that any provision of Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Further Acknowledgments. In signing this AgreementThe Subscriber acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Flow-Through Shares; (ii) there is no government or other insurance covering the Flow-Through Shares; (iii) there are risks associated with the purchase of the Flow-Through Shares; (iv) there are restrictions on the Subscriber’s ability to resell the Flow-Through Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Flow-Through Shares; (v) all certificates representing Flow-Through Shares held by the Subscriber will have a legend affixed thereto which describes certain resale restrictions applicable under Securities Laws applicable in the Designated Provinces and, if applicable, the Executive gives EMC assurance that he has carefully read United States; (vi) except for this Subscription Agreement and considered and has understood all the terms and conditions of this Agreement, Agency Agreement including the restraints imposed representations and warranties made by the Corporation therein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on him under Section 8 behalf of the Corporation or the Agent, such publicly available information having been delivered to the Subscriber without independent investigation or verification by the Agent, and agrees that the Agent and Agent’s counsel assume no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of the publicly available information or as to whether all information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed and acknowledges that the Corporation’s counsel and the waivers Agent’s counsel are acting as counsel to the Corporation and releases the Agent, respectively, and not as counsel to the Subscriber. The Subscriber acknowledges and agrees that the foregoing representations, warranties and acknowledgments are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of Section 9; others on whose behalf it is contracting hereunder to purchase the Flow-Through Shares under applicable Securities Laws. The Subscriber further agrees that has acceptance of delivery of certificates for the Flow-Through Shares by or on behalf of the Subscriber on the Closing Date, it shall be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Time with the same force and effect as if they had a full and reasonable opportunity to consider been made by the terms of this Agreement and to consult with any person of his choosing before signing; Subscriber at the Closing Time and that he has signed this Agreement knowingly and voluntarily. (a) THE EXECUTIVE UNDERSTANDS THAT SECTION 9. INCLUDES A RELEASE BY THE EXECUTIVE OF CERTAIN RIGHTS. THE EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. THE EXECUTIVE AGREES THAT EMC ALLOWED HIM SUFFICIENT TIME TO REVIEW THIS AGREEMENT, TO CONSIDER THE RAMIFICATIONS OF SIGNING IT, AND TO CONSULT AN ATTORNEY. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, THAT HE UNDERSTANDS ALL OF THE PROVISIONS OF SECTION 9, AND THAT HE IS AGREEING TO THE RELEASES OF SECTION 9 VOLUNTARILY. (b) The Executive agrees without reservation that each they shall survive the purchase by the Subscriber of the restraints contained Flow-Through Shares and shall continue in this Agreement is necessary for full force and effect notwithstanding any subsequent disposition by the reasonable and proper protection Subscriber of the goodwill, Proprietary Information and other legitimate interests of EMC; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Executive from obtaining other suitable employment during the period that such restraints are in effectFlow-Through Shares. The Executive further agrees thatSubscriber undertakes to notify the Agent immediately of any change in any representation, were he to breach any of the covenants contained in Section 8, the damage to EMC would be irreparable. The Executive therefore agrees that in the event of such a breach warranty or threatened breach, EMC shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. The Executive further agrees that, in the event that any provision of Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement information relating to the maximum extent permitted by lawSubscriber set forth herein which takes place prior to the Closing Time.

Further Acknowledgments. In signing 13.1 The Bidder acknowledges and agrees with the Target that: 13.1.1 the disclosure of the Confidential Information does not give the Bidder, or any Permitted Recipient, any property or licence or other right whatsoever in respect of the whole or any part of the Confidential Information; 13.1.2 nothing in this Agreementagreement shall require the Target to provide any Confidential Information to the Bidder, nor does it restrict the Executive gives EMC assurance that he has carefully read Target from providing the Confidential Information to any other person who may express an interest in acquiring any shares, or an interest in any shares, in the Target or in the business and considered and has understood all any assets of any member of the terms and conditions of Target Group; 13.1.3 nothing in this Agreementagreement, including the restraints imposed on him under Section 8 disclosure of the Confidential Information to the Bidder or any Permitted Recipient, constitutes an offer or invitation by the Target and is not intended as, and should not be construed in any way as, a recommendation, invitation or inducement (direct or indirect) to the Bidder or any of its Representatives to engage in investment activity, and the waivers Target is under no legal obligation to pursue or continue the Negotiations; 13.1.4 the Bidder is solely responsible for the Evaluation and releases neither the Target, another member of Section 9; that has had a full and reasonable opportunity to consider the terms Target Group, nor any of this Agreement and to consult with any person of his choosing before signing; and that he has signed this Agreement knowingly and voluntarily.their respective Representatives: (a) THE EXECUTIVE UNDERSTANDS THAT SECTION 9. INCLUDES A RELEASE BY THE EXECUTIVE OF CERTAIN RIGHTS. THE EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. THE EXECUTIVE AGREES THAT EMC ALLOWED HIM SUFFICIENT TIME TO REVIEW THIS AGREEMENTaccept responsibility or liability for or make any representation or warranty, TO CONSIDER THE RAMIFICATIONS OF SIGNING ITexpress or implied, AND TO CONSULT AN ATTORNEY. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENTin this agreement with respect to, THAT HE UNDERSTANDS ALL OF THE PROVISIONS OF SECTION 9the accuracy, AND THAT HE IS AGREEING TO THE RELEASES OF SECTION 9 VOLUNTARILY.adequacy or completeness of the Confidential Information, except as may otherwise be agreed in any definitive transaction agreement; and (b) The Executive agrees without reservation has any obligation to update, alter or add to any Confidential Information previously provided to the Bidder (whether before, on or after the date of this agreement) notwithstanding that such Confidential Information may have subsequently become untrue, inaccurate, incomplete or misleading, excluding claims arising out of fraud or wilful misconduct; 13.1.5 each of the restraints contained Target and the Bidder shall be entitled, at its sole and absolute discretion, to terminate discussions and negotiations in connection with the Proposed Transaction with the other party at any time without any liability for so terminating discussions and negotiations but without prejudice to its accrued rights and remedies hereunder at that time; 13.1.6 the Confidential Information is supplied on a “subject to contract” basis and will not (unless agreed otherwise in writing by all parties to the Proposed Transaction) form the basis of any contract for, or relating to, the Proposed Transaction; 13.1.7 the provisions of this Agreement is necessary for agreement have been the subject of discussion and negotiation and, with particular reference to any exclusion or limitation of liability, are fair and reasonable and proper protection having regard to the circumstances as at the date of this agreement; 13.1.8 no member of the goodwillTarget Group or their respective Representatives will be responsible to the Bidder, Proprietary Information and other legitimate interests of EMC; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Executive from obtaining other suitable employment during the period that such restraints are in effect. The Executive further agrees that, were he to breach any another member of the covenants contained Bidder’s Group or their respective Representatives, for any losses, expenses, costs, liabilities or damages (including loss of profit and/or loss of opportunity) that may be incurred (directly or indirectly) and whether foreseeable or not, by the Bidder, another member of the Bidder’s Group or their respective Representatives, in Section 8, connection with the damage to EMC Proposed Transaction and/or the evaluation of the Confidential Information; 13.1.9 the Proposed Transaction would be irreparable. The Executive therefore agrees that subject to the Code and further acknowledges the need to maintain absolute secrecy in relation to the event of such a breach or threatened breach, EMC shall, in addition to any other remedies available to it, have Proposed Transaction; 13.1.10 if the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. The Executive further agrees that, in the event Panel determines that any provision of Section 8 this agreement that requires the Target to take or not take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be determined disregarded; and 13.1.11 in accordance with Rule 2.3(d) of the Code, nothing in this agreement shall prevent the board of directors of the Target from making any announcement relating to a possible offer by the Bidder for the Target or publicly identifying the Bidder, at any court time the board of competent jurisdiction to be unenforceable by reason directors of the Target considers appropriate. 13.2 The Bidder confirms that its being extended over too great a timeinterest in the Proposed Transaction and the obtaining of the Confidential Information is solely for its own benefit as principal and not for the benefit of any other person, too large a geographic area and that it is not acting as the nominee, agent, broker or too great a range representative of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by lawany other person or in concert with any other person.

Further Acknowledgments. In signing A. Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Incremental Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Loans) shall be entitled to the benefits of the Collateral Documents and the Guaranty. B. Each Guarantor acknowledges and agrees to each the provisions of this Incremental Amendment and to the incurrence of the Incremental Loans to be made pursuant thereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Credit Agreement. C. Each Incremental Lender party to this Incremental Amendment, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has experience and expertise in the making of or purchasing loans such as the Incremental Loans, (iii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Amendment and to become an Incremental Lender, (iv) confirms that it will make its Incremental Loans for its own account in the ordinary course and without a view to distribution of such Incremental Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of subsection 10.1 of the Credit Agreement, the Executive gives EMC assurance that he has carefully read disposition of such Incremental Loans or any interests therein shall at all times remain within its exclusive control), (v) appoints and considered authorizes Administrative Agent and has understood all Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and conditions (vi) agrees that it will perform in accordance with their terms all of this Agreement, including the restraints imposed on him under Section 8 and the waivers and releases of Section 9; that has had a full and reasonable opportunity to consider obligations which by the terms of this the Credit Agreement and the other Loan Documents are required to consult with any person of his choosing before signing; and that he has signed this Agreement knowingly and voluntarilybe performed by it as a Lender. (a) D. REFERENCE IS MADE TO THE EXECUTIVE UNDERSTANDS THAT SECTION 9. INCLUDES A RELEASE BY THE EXECUTIVE OF CERTAIN RIGHTS. THE EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS INTERCREDITOR AGREEMENT. EACH INCREMENTAL LENDER HEREUNDER (A) ACKNOWLEDGES THAT IT HAS RECEIVED A COPY OF THE EXECUTIVE INTERCREDITOR AGREEMENT, (B) CONSENTS TO THE SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (C) AGREES THAT EMC ALLOWED HIM SUFFICIENT TIME IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO REVIEW THIS AGREEMENT, TO CONSIDER THE RAMIFICATIONS OF SIGNING IT, AND TO CONSULT AN ATTORNEY. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, THAT HE UNDERSTANDS ALL OF THE PROVISIONS OF SECTION 9, THE INTERCREDITOR AGREEMENT AND THAT HE IS AGREEING (D) AUTHORIZES AND INSTRUCTS THE COLLATERAL AGENT TO BE BOUND BY THE INTERCREDITOR AGREEMENT AS COLLATERAL AGENT AND ON BEHALF OF SUCH INCREMENTAL LENDER. THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE RELEASES LENDERS UNDER THE FIRST LIEN CREDIT AGREEMENT TO EXTEND CREDIT TO COMPANY AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SECTION 9 VOLUNTARILYSUCH PROVISIONS. (b) The Executive agrees without reservation that each of the restraints contained in this Agreement is necessary for the reasonable and proper protection of the goodwill, Proprietary Information and other legitimate interests of EMC; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Executive from obtaining other suitable employment during the period that such restraints are in effect. The Executive further agrees that, were he to breach any of the covenants contained in Section 8, the damage to EMC would be irreparable. The Executive therefore agrees that in the event of such a breach or threatened breach, EMC shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. The Executive further agrees that, in the event that any provision of Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Further Acknowledgments. In signing this Agreementthe event of a breach or violation by any Stockholder of any applicable provision of Section 5.2, 5.3 or 5.4 (the “Restrictive Covenants”), the Executive gives EMC assurance Restricted Period shall be tolled until such breach or violation has been duly cured but in no event shall the Restricted Period be tolled for more than twelve (12) months. The existence of any claim or cause of action by any Stockholder against the Company or any of its affiliates, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of the applicable provisions of any of Section 5.1 or the Restrictive Covenants which Sections will be enforceable notwithstanding the existence of any breach by the Company. Each Stockholder expressly agrees and acknowledges that he the applicable restrictions contained in the Restrictive Covenants do not preclude such Stockholder from earning a livelihood, nor do they unreasonably impose limitations on such Stockholder’s ability to earn a living. In addition, each Stockholder agrees and acknowledges that the potential harm to the Company of the non-enforcement of the applicable Restrictive Covenants outweighs any harm to such Stockholder of its, his or her enforcement by injunction or otherwise. Each Stockholder acknowledges that such Stockholder has carefully read and considered this Agreement and has understood all the terms and conditions of this Agreement, including given careful consideration to the restraints imposed on him under Section 8 upon such Stockholder, and the waivers and releases of Section 9; that has had a is in full and reasonable opportunity accord as to consider the terms of this Agreement and to consult with any person of his choosing before signing; and that he has signed this Agreement knowingly and voluntarily. (a) THE EXECUTIVE UNDERSTANDS THAT SECTION 9. INCLUDES A RELEASE BY THE EXECUTIVE OF CERTAIN RIGHTS. THE EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. THE EXECUTIVE AGREES THAT EMC ALLOWED HIM SUFFICIENT TIME TO REVIEW THIS AGREEMENT, TO CONSIDER THE RAMIFICATIONS OF SIGNING IT, AND TO CONSULT AN ATTORNEY. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, THAT HE UNDERSTANDS ALL OF THE PROVISIONS OF SECTION 9, AND THAT HE IS AGREEING TO THE RELEASES OF SECTION 9 VOLUNTARILY. (b) The Executive agrees without reservation that each of the restraints contained in this Agreement is necessary their necessity for the reasonable and proper protection of the goodwill, Proprietary Information Confidential Information. Each Stockholder expressly acknowledges and other legitimate interests of EMC; agrees that (i) each and every one of those restraints restriction imposed by this Agreement is reasonable in with respect to subject mattermatter and time period and such restrictions are necessary to protect the Company’s interest in, length of time and geographic area; value of, the Company (including, without limitation, the goodwill inherent therein), and (ii) the Company would not have consummated the transactions contemplated herein without the restrictions contained in the Restrictive Covenants. Each Stockholder understands and agrees that these restraints will not prevent the Executive from obtaining other suitable employment during the period that such restraints are in effect. The Executive further agrees that, were he to breach any of the applicable restrictions and covenants contained in Section 8, the damage to EMC would be irreparable. The Executive therefore agrees that in the event of such a breach or threatened breach, EMC shall, Restrictive Covenants are in addition to to, and not in lieu of, any non-competition, non-solicitation or other similar obligations contained in any other remedies available to it, have agreements between such Stockholder and the right to obtain preliminary and permanent injunctive relief against any such breach without having to post bond. The Executive further agrees that, in the event that any provision of Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by lawCompany.