Parent Acknowledgment. The Parent hereby acknowledges that (a) Obligations owing by the Borrower under this Agreement will constitute “Debt” under the Support Agreement and (b) this Agreement contains representations and warranties and covenants that relate to the Parent and that a breach of any of those representations or warranties, or a failure by the Borrower to comply with such covenants, could result in an Event of Default under this Agreement. Notwithstanding the acknowledgement contained in this Section 9.01, each of the Administrative Agent, each LC Issuing Bank, each Swing Line Bank and each Lender acknowledges and agrees that it will have no recourse against the Parent under this Agreement, and the rights and remedies of the Administrative Agent, each LC Issuing Bank, each Swing Line Bank and each Lender against Parent shall be solely pursuant to and in accordance with the Support Agreement.
Parent Acknowledgment. I am the Student’s parent/legal guardian and have had the opportunity to review the terms and conditions of this Agreement, which I freely and voluntarily enter into without fraud, duress or undue influence. I further understand and agree that the terms of this Agreement, including the above waiver and release, are in exchange for good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge.
Parent Acknowledgment. Parent acknowledges and agrees that (a) the voting power otherwise conferred by the Shares under bye-law 51 of the Company’s bye-laws may be adjusted under bye-law 52 of the Company’s bye-laws (a “Limitation on Controlled Shares”), (b) nothing in this Agreement shall prohibit, limit, affect, modify, interpret or otherwise influence any determination made by the Company with respect to a Limitation on Controlled Shares and (c) if a Limitation on Controlled Shares is made with respect to a Shareholder’s Shares, such Limitation on Controlled Shares shall not form the basis for any breach or violation by such Shareholder of this Agreement. Each Shareholder covenants and agrees that it shall promptly respond to any request of the Company’s Board of Directors for information in the manner specified in bye-law 54 of the Company bye-laws.
Parent Acknowledgment. The Parent will, at the time of the exercise of this Warrant, upon the request of the holder hereof acknowledge in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Parent to afford to such holder any such rights.
Parent Acknowledgment. Parent hereby acknowledges, agrees and represents that (i) the Letter of Credit No. CPCS-227543 (such letter of credit and any and all renewals, rearrangements, replacements, substitutions, amendments, supplements and other modifications, the "Letter of Credit") issued by JPMorgan Chase Bank, National Association to Agent for the account of the Borrower constitutes for all purposes and in all respects an "Approved Letter of Credit" under the Credit Agreement (as amended hereby); (ii) without notice to Parent, the Agent may draw on the Letter of Credit pursuant to the terms and conditions thereof and in accordance with Section 2.11 of the Credit Agreement to satisfy the Obligations of the Borrower under the Notes and the other Loan Documents regardless of whether (a) the Loan Documents are modified, amended, supplemented, joined, increased, restated, or otherwise changed without notice to Parent; (b) terms and conditions of the Loan Documents are waived, or parties or Collateral thereto are released without notice to Parent; and (c) the Agent has made demand on Borrower without notice to Parent and pursued any other remedies under the Loan Documents without notice to Parent; and (iii) any suretyship rights, defenses or claims that it may have under applicable law as a result of any draw by Agent under the Letter of Credit are hereby waived by Parent.
Parent Acknowledgment. (a) (i) Each of Parent and Merger Sub acknowledges and agrees, on behalf of itself and each of its Affiliates, that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Purchased Companies, and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and its Affiliates (x) have relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article III, as qualified by the Schedules, in the certificates delivered to Parent pursuant to Section 8.2.(c) and in the Ancillary Agreements, and (y) has not relied on the accuracy or completeness of any other information provided to (or otherwise acquired by) Parent or any of its Non-Recourse Parties.
Parent Acknowledgment. Parent acknowledges and agrees that (a) the voting power otherwise conferred by the Shares under bye-law 50 of the Company’s bye-laws may be adjusted pursuant to bye-law 51 of the Company’s bye-laws with respect to any vote on the matters specified in Section 4.1 hereof (a “Voting Power Adjustment”), (b) nothing in this Agreement shall prohibit, limit, affect, modify, interpret or otherwise influence any determination made by the Company with respect to a Voting Power Adjustment and (c) if a Voting Power Adjustment is made with respect to a Shareholder’s Shares, such Voting Power Adjustment shall not form the basis for any breach or violation by such Shareholder of this Agreement. Each Shareholder covenants and agrees that it shall promptly respond to any request of the Company’s Board of Directors for information in the manner specified in bye-law 54 of the Company bye-laws.
Parent Acknowledgment. The Lenders shall have received an acknowledgment of the Parent in the form of Exhibit K;
Parent Acknowledgment. (a) Parent has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of the Acquired Companies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of each Acquired Company for such purpose. Parent, together with its advisors, have such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Parent is knowledgeable about the business engaged in by each of the Acquired Companies and about the usual and customary practices of companies engaged in businesses similar to such business and thus is able to independently evaluate its investment decision.
(b) Parent acknowledges and agrees that: (i) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Parent has relied solely upon its own investigation and the express representations and warranties of the Company set forth in Section 2 (including the related portions of the Disclosure Schedule) and disclaims reliance on any other representations and warranties of any kind or nature express or implied (including any relating to the future or historical condition, results of operations, assets or liabilities or prospects of any Acquired Company); and (ii) none of the Indemnitors, equityholders of the Company as of immediately prior to the Effective Time, the Acquired Companies or any other Person has made any representation or warranty as to a equityholder of the Company as of immediately prior to the Effective Time, the Company, any of its subsidiaries or the accuracy or completeness of any information regarding any of the Acquired Companies furnished or made available to Parent or its Representatives, except as expressly set forth in Section 2 (including the related portions of the Disclosure Schedule.
(c) In connection with the due diligence investigation of each of the Acquired Companies by Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Parent and its Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date of this Agreement from the Company and its Affiliates, stockholders, directors, officer...
Parent Acknowledgment. The Parent hereby acknowledges that (a) Obligations owing by the Borrower under this Agreement will constitute “Debt” under the Support Agreement and (b) this Agreement contains representations and warranties and covenants that relate to the Parent and that a breach of any of those representations or warranties, or a failure by the Borrower to comply with such covenants, could result in an Event of Default under this Agreement. Notwithstanding the acknowledgement contained in this Section 9.01, each of the Administrative Agent and each Lender acknowledges and agrees that it will have no recourse against the Parent under this Agreement, and the rights and remedies of the Administrative Agent and each Lender against Parent shall be solely pursuant to and in accordance with the Support Agreement.
