Miscellaneous Agreements and Acknowledgments Sample Clauses

Miscellaneous Agreements and Acknowledgments. 56 9.1 Survival of Representations, Warranties and Covenants .................. 56 9.2 Bulk Sales ............................................................. 56 9.3 Expenses ............................................................... 56 9.4 Entire Document ........................................................ 56 9.5 Schedules .............................................................. 57 9.6 Counterparts, Facsimile Signatures ..................................... 57 9.7 Severability ........................................................... 57 9.8 Assignability .......................................................... 57 9.9 Captions ............................................................... 57 9.10 Governing Law .......................................................... 57 9.11 Choice of Forum ........................................................ 57 9.12 Notices ................................................................ 58 9.13 Time is of the Essence ................................................. 59 9.14 Termination ............................................................ 59
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Miscellaneous Agreements and Acknowledgments. 54 11.1 Expenses.................................................... 54 11.2
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Miscellaneous Agreements and Acknowledgments. 11.1 Expenses 11.2 Entire Document 11.3 Amendment and Waiver 11.4 Schedules 11.5 Counterparts 11.6 Severability 11.7 Assignability 11.8 Captions 11.9 Governing Law 11.10 Dispute Resolution 11.11 Notices 11.12 Time is of the Essence 11.13 No Third Party Beneficiaries 11.14 No Joint Venture 11.15 Construction of Agreement 11.16 Conflicts
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Miscellaneous Agreements and Acknowledgments. 48 11.1 Expenses.................................................................................................................... 48 11.2 Entire Document....................................................................................................... 48 11.3 Amendment and Waiver............................................................................................ 48 11.4 Schedules.................................................................................................................. 48 11.5 Counterparts.............................................................................................................. 49 11.6 Severability................................................................................................................ 49 11.7 Assignability............................................................................................................. 49 11.8 Captions.................................................................................................................... 49 11.9 Governing Law.......................................................................................................... 49 11.10 Dispute Resolution.................................................................................................... 49 11.11 Notices...................................................................................................................... 53 11.12 Time is of the Essence.............................................................................................. 54 11.13 No Third Party Beneficiaries.................................................................................... 54
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Miscellaneous Agreements and Acknowledgments 
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Related to Miscellaneous Agreements and Acknowledgments

  • 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, “

  • 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.

  • Certain Covenants and Acknowledgments 9 (a) Transfer Restrictions................................................ 9 -19-

  • 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.

  • Miscellaneous Agreements and Consents (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible, including, without limitation, using its respective reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. Each party shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to obtain consents of all third parties necessary or, as agreed to by the parties, desirable for the consummation of the transactions contemplated by 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.

  • 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.

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

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

  • Waivers and Amendments; Acknowledgments (a) No failure or delay (whether by course of conduct or otherwise) by any Bank or Administrative Agent in exercising any right, power or remedy which they may have under any of the Loan Papers shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by any Bank or Administrative Agent of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Paper and no consent to any departure therefrom shall ever be effective unless it is in writing and signed by Required Banks and/or Administrative Agent in accordance with Section 14.2(c) hereof, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified in such writing. No notice to or demand on Borrower shall in any case of itself entitle Borrower to any other or further notice or demand in similar or other circumstances. This Agreement and the other Loan Papers set forth the entire understanding and agreement of the parties hereto and thereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no modification or amendment of or supplement to this Agreement or the other Loan Papers shall be valid or effective unless the same is in compliance with Section 14.2(c).

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