Special Acknowledgments Clause Samples
Special Acknowledgments. By their execution and delivery hereof, the Lenders party hereto hereby acknowledge (i) that the guarantee of each Bermuda Partnership Partner made pursuant to the U.S. Subsidiaries Guaranty is limited to the Obligations of the U.S. Borrower under the Credit Documents and the obligations of the U.S. Borrower and its Domestic Subsidiaries under Interest Rate Protection Agreements and Other Hedging Agreements with Secured Hedge Counterparties, all on the terms as more specifically provided therein, (ii) the Bermuda Partnership has not entered into any Credit Documents and, as such, is not a Credit Party (but is otherwise subject to the provisions of Sections 9.01(b) and (c)) and (iii) the obligations secured pursuant to the Security Documents are not secured by any Excluded Collateral.
Special Acknowledgments. Member acknowledges the following statement to be true and correct as of the date Member signs the Network Participation Agreement, and to be binding on Member:
Special Acknowledgments. The Lessee hereby acknowledges:
(a) That the Lessee has selected the type, quantity and method of delivery of the Equipment and the manufacturer and/or dealer (sometimes hereafter called the "Vendor") of the Equipment; that the Lessor has not selected and does not manufacture or supply the Equipment; that the Lessor has or will acquire the Equipment solely in connection with the Lease; that the Lessor has informed the Lessee in writing that the Lessee is entitled to the promises and warranties, including those of any third party, provided to the Lessor by the Vendor in connection with the contract by which the Lessor acquired the Equipment and the Lessee may communicate with the Vendor and receive a statement of those promises and warranties, including any disclaimers and limitations of them or of remedies; that the Lessee has selected the Equipment solely in reliance on the Vendor's warranties and representations; and that the Lessor has not made any representations to the Lessee concerning the use, condition, operation, efficiency or safety of the Equipment. The Lessee also acknowledges that the sales representatives or other agents of the Vendor are not the agents of the Lessor, and therefore, are not authorized to waive or alter any term, covenant or condition of the Lease.
(b) THAT THE LESSOR, NOT BEING THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO: ANY WARRANTY AGAINST INFRINGEMENT (INCLUDING ANY CLAIMS FOR PATENT INFRINGEMENT) BY ANY PERSON; THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR THE CONDITION OF THE EQUIPMENT; THE WORKMANSHIP OF THE EQUIPMENT; COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; OR ANY DEFECTS WHATSOEVER; IT BEING UNDERSTOOD THAT THE EQUIPMENT IS BEING LEASED TO THE LESSEE "AS IS."
(c) That the Vendor's equipment warranties shall be in lieu of all others, expressed or implied, during the term of the Lease, and that the Lessor shall not be liable to the Lessee for the loss of any profits, loss of working time, injury to any person or property, loss of business or any other damages, direct or indirect, special, consequential or otherwise caused or resulting from the possession, use and loss of use of the Equipment; that the Lessee shall make any claim on account thereof solely against...
Special Acknowledgments. MEMBER ACKNOWLEDGES THE FOLLOWING STATEMENT TO BE TRUE AND CORRECT AS OF THE DATE MEMBER SIGNS THE NETWORK PARTICIPATION AGREEMENT, AND TO BE BINDING ON MEMBER:
i. NO REPRESENTATION. NEITHER THE NETWORK ADMINISTRATOR NOR ANY PERSON ACTING ON BEHALF OF THE NETWORK ADMINISTRATOR HAS MADE ANY ORAL OR WRITTEN REPRESENTATION OR PROMISE TO MEMBER ON WHICH MEMBER IS RELYING TO EXECUTE THE NETWORK PARTICIPATION AGREEMENT THAT IS NOT WRITTEN IN THE NETWORK DOCUMENT. MEMBER RELEASES ANY CLAIM AGAINST THE NETWORK ADMINISTRATOR OR THE NETWORK ADMINISTRATOR’S AGENTS BASED ON ANY ORAL OR WRITTEN REPRESENTATION OR PROMISE NOT STATED IN THE NETWORK DOCUMENTS.
Special Acknowledgments. 229 13.24 Special Provisions Relating to Amendment and Restatement ....... 229 13.25
Special Acknowledgments. You acknowledge the following statements to be true and correct as of the date you sign this Agreement, and to be binding on you.
17.7.1 You have read our disclosure document for prospective members (“FDD”) and independently evaluated and investigated the risks of investing in the hotel industry generally and purchasing this membership/franchise specifically, including such factors as current and potential market conditions, owning a franchise and various competitive factors.
17.7.2 Neither we nor any person acting on our behalf has made any oral or written representation or promise to you on which you are relying to enter into this Agreement that is not written in this Agreement or in the FDD. You release any claim against us or our agents based on any oral or written representation or promise not stated in this Agreement or in the FDD.
17.7.3 This Agreement, together with the exhibits and schedules attached, is the entire agreement superseding all previous oral and written representations, agreements and understandings of the parties about the Facility and the Membership/Franchise other than representations set forth in the FDD. Notwithstanding the foregoing, no provision in any franchise or membership agreement, or any related agreement, is intended to disclaim the express representations made in the FDD.
17.7.4 You acknowledge that no salesperson has made any promise or provided any information to you about actual or projected sales, revenues, income, profits or expenses from the Facility except as stated in Item 19 of the FDD or in a writing that is attached to this Agreement and signed by us.
Special Acknowledgments. It is acknowledged that the Attorneys and the Client have discussed:
i. Options for retaining the Attorneys other than by way of a contingency fee agreement, including retaining the Attorneys by way of an hourly-rate retainer in the amounts as set out at Section 7A) above;
ii. That the Client was advised that hourly rates may vary among lawyers and that the Client can speak with other lawyers to compare rates;
iii. That the Client has chosen to retain the Attorneys by way of a contingency fee arrangement in the amount as set out at Section 3 above;
iv. Prior to signing this Agreement, the Client has reviewed the relevant Law Society rules on contingency fee agreements that apply in their province of residence, as noted in the attached Appendix “A” to this Agreement; and
v. That the Client understands that all usual protections and controls on retainer agreements between a lawyer and client, as defined by the Law Society of Upper Canada and the common law, apply to this Agreement.
Special Acknowledgments