Mutual Acknowledgements. A. Employee and the Company acknowledge that Employee has seven (7) days following the execution of this Agreement to revoke the delivery (and, therefore, the effectiveness) of this Agreement (“Revocation Period”). Any such revocation by Employee must be in writing and received by the Company in the manner set forth in Section 2.B. above on or before 5:00 p.m. MT on the seventh (7th) calendar day after Employee has executed this Agreement. If an effective revocation is delivered in the foregoing manner and timeframe, the release of claims set forth in Section 3.A. and 3.B. and Section 4.A. above will be of no force or effect, Employee will not receive the Separation Benefits and the remainder of this Agreement will be null and void.
B. The Parties mutually agree that neither this Agreement, nor the furnishing of the consideration for this Agreement, shall be deemed or construed at any time to be an admission by the Company, the Company Released Parties, the Employee Released Parties or Employee of any improper or unlawful conduct.
C. The Company and Employee agree that this Agreement is executed voluntarily and without any duress or undue influence on the part of, or on behalf of the Parties hereto, with the full intent of releasing all claims. The Parties further acknowledge that they have read this Agreement, understand the terms and consequences of this Agreement and of the releases it contains and that they are fully aware of the legal and binding effect of this Agreement.
Mutual Acknowledgements. 5.1 Access to and use of the SEDAR Filing Services is restricted to Authorized Users of the Subscriber only. The ASC will establish a Subscriber’s account and Authorized User identification numbers and passwords and may establish a personal identification number (“PIN”) unique to the Subscriber, each of which will be given to the Subscriber’s Principal Contact. Subscriber is responsible for changing initial passwords upon gaining access to the SEDAR Filing Services and at any other times necessary for security purposes and for notifying the ASC in writing as soon as possible if a breach of security is suspected or if the integrity of the PIN is at risk. The ASC reserves the right to decline to assign a new PIN if the signature of the Principal Contact cannot be verified using a specimen signature on file. The Subscriber’s Documents in Electronic Format which will be or have been transmitted as part of the SEDAR Filing Services will be handled by the ASC in accordance with its established security procedures, the effectiveness of these procedures being dependent upon Subscriber’s implementation of those aspects of the procedures which are under Subscriber’s control.
5.2 The Subscriber acknowledges that the ASC, for the purposes of supplying the SEDAR Filing Services, is not an agent of the Subscriber, the CSA, the Market Centre(s) or any other party.
5.3 The SEDAR Filer Software, SEDAR user guides, SEDAR installation guides,
Mutual Acknowledgements. HE and RLB acknowledge and agree: (a) that the HE GSD is amended from the date of this deed by: (i) inserting at the end of the definition of “Secured Money” in the HE GSD the words “and the Redbank Finance Facility Agreement”, and (ii) inserting a definition in clause 1.1 of “
Mutual Acknowledgements. The parties mutually acknowledge the following:
a. The Wheat Board is responsible for the administration of the Nebraska Wheat Resources Act (Neb. Rev.
Mutual Acknowledgements. This Agreement constitutes the entire agreement, and supersedes all prior written or verbal agreements, with respect to the subject matter herein, and may not be amended, modified or waived except by mutual written consent signed by both Parties. All Proprietary Information will remain the exclusive property of the Disclosing Party, and no rights or obligations other than those expressly recited herein are to be implied from this Agreement including, without limitation, licenses or rights under any patent, trademark, copyright, trade secret or know-how that is now or that may be held or which is or may be licensable by either Party. Further, nothing in this agreement shall be understood as requiring the Parties to enter into any subsequent agreements or to require either Party to purchase or supply information, goods, materials, products or services. The Party disclosing Proprietary Information hereunder makes no representation, express or implied, as to adequacy, sufficiency or freedom from fault of the same, and incurs no responsibility or obligation by reason thereof. Neither Party shall be liable to the other for any cost, expense, or risk of liability arising out of efforts of the other Party in connection with performance of this Agreement.
Mutual Acknowledgements. Both parties acknowledge that:
(a) All Payments made pursuant to this Article III, Article VI and Article VIII shall be nonrefundable.
(b) The parties have agreed to the Payments specified in this Agreement as a matter of mutual convenience to the parties, regardless of which of the ITC Patents may be involved.
(c) In the event of a bankruptcy or similar insolvency proceeding filed by or against either Party:
(i) Licensee's and Licensee's Affiliates' continued rights under the licenses granted herein would convey substantial financial and other benefits to Licensee, its Affiliates and their respective businesses and creditors such that the Payments accruing hereunder would constitute an Administrative Claim under 11 U.S.C. Sections 503(b) and 507 or comparable non-U.S. provision; (ii) this Agreement shall be deemed to be an executory contract under 11 U.S.C. Section 365 or comparable non-U.S. provision because, inter alia, there remain substantial mutual obligations to be performed by the parties hereto; and (iii) this Agreement shall not be assumable under 11 U.S.C. Section 365(c)(1) (or comparable non-U.S. provision) without ITC's consent. ** Material has been omitted and filed separately with the Commission. PRIVILEGED AND CONFIDENTIAL
(d) [**].
Mutual Acknowledgements. The Parties acknowledge and agree that the purpose of:
(1) the representations, warranties, covenants and acknowledgements of the Operator and the JV Parties set out in Article 10;
(2) the Long-Term Infrastructure Condition and the Ongoing Capital Condition; and
(3) the eligibility criteria set out in this Article 4, is to reflect the Parties’ mutual objective that all Eligible Production would be subject to the royalty regime set out in this Agreement instead of the General Royalty Regime.
Mutual Acknowledgements. Te Uri o Hau and the Crown acknowledge:
(a) That the Settlement represents the result of extended negotiations conducted in good faith and in a spirit of co-operation and compromise;
(b) The difficulty in assessing redress for the loss and prejudice suffered by Xx Xxx x Hau;
(c) That it is not possible to fully compensate Te Uri o Hau for all loss and prejudice suffered; DEED OF SETTLEMENT: SECTION 1 17
(d) That this forgoing of compensation by Xx Xxx x Hau is intended to contribute to the development of New Zealand; and that, taking all matters into consideration (some of which are specified in this ( ( The redress provided or to be provided by the Crown includes:
(a) The apology by the Crown given under Section 3;
(b) Financial and Commercial redress totaling $15.6 million to be comprised of cash and the transfer to Te Uri o Hau Governance Entity of certain Commercial Redress Properties as specified in Sections 6 and 7;
(c) The Granting of rights of first refusal in favour of Te Uri o Hau Governance Entity over RFR Properties in the RFR Area as specified in Section 8; and
(d) Cultural redress as specified in Sections 4 and 5, including:
(i) The Vesting in Te Uri o Hau Governance Entity the following properties as specified in Section 4 (Cultural Redress Properties):
Mutual Acknowledgements. EACH OF THE UNDERSIGNED PARTIES ACKNOWLEDGES AND AGREES THAT IT HAS CAREFULLY READ EACH OF THE TERMS AND PROVISIONS OF THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS, THAT EACH PARTY HERETO EXECUTED THIS AGREEMENT AS ITS OWN FREE ACT AND DEED, AND EACH PARTY HERETO REPRESENTS AND WARRANTS TO BE DULY AUTHORIZED AND COMPETENT TO EXECUTE THIS AGREEMENT.
Mutual Acknowledgements. Both parties acknowledge that:
(a) All Payments made pursuant to this Article III, Article VI and Article VIII shall be nonrefundable.
(b) The parties have agreed to the Payments specified in this Agreement as a matter of mutual convenience to the parties, regardless of which of the ITC Patents may be involved. ---------- [**] Material has been omitted and filed separately with the Commission.
