Understanding of Requirements Sample Clauses

Understanding of Requirements. I have carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact with my or PFSL’s counsel.
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Understanding of Requirements. I have carefully read this Agreement and the Merger Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of Trustmark Common Stock after the Merger, to the extent I felt necessary, with my counsel or counsel for Republic. This Agreement is executed as of this the ____ day of ____________, 2006. Very truly yours, Signature Print Name Address Accepted this _____ day of ________________, 2006. Trustmark Corporation By: Its: EXHIBIT D to Agreement and Plan of Reorganization AMENDMENT TO EMPLOYMENT AGREEMENT The Employment Agreement effective as of the 7th of February, 2006 (the "Agreement") by and among Republic National Bank, a national banking association (the "Bank"), and Republic Bancshares of Texas, Inc., a Texas corporation (the "Company") (hereinafter jointly referred to as the "Employer"), and X. X. Xxxxx (the "Executive"), an individual who resides in Houston, Texas, is hereby amended, pursuant to Paragraph 15 of the Agreement, to clarify the original intent of the Agreement, as follows: Paragraph 8(a) of the Agreement is amended by adding the following sentence at the end of that paragraph: “The lump-sum payment under this Paragraph 8(a) shall reduce, dollar-for-dollar, any separation payment that otherwise would be owed to the Executive pursuant to Paragraph 5(a) of the Agreement if the Executive was terminated by the Employer (or its successor) without Cause, or if the Executive terminated this Agreement for Good Reason, following a Change in Control.” Because this amendment clarifies the original intent of the parties to the Agreement, the amendment shall be effective as of February 7, 2006, as if it had been included in the original Agreement. All other provisions of the Agreement shall remain in full force and effect on and after the date of this amendment.
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Understanding of Requirements. 4.5.1 As mentioned within 4.3.1 our proposed Client Advocate, will be responsible for making sure that our account servicing team achieves consistently high standards . ud E nt tly We have already referred to our information management platform, ‘Xxxxxx Online’ within 4.3.1 and we would propose offering this facility to simplify and enhance service delivery. In addition to increased efficacy, other benefits include:  Monitoring of „work in progress‟  Performance monitoring and reporting  Forum for renewal data gathering  Document library in a secure environment, e.g. policy and claims summaries, “To Whom It May Concern” letters, etc  Market security bulletins and updates – access to our global carrier management reports (see below)  Renewal marketing – controlled and easily monitored distribution of renewal marketing material to insurers. CONTRACTUAL RISK MANAGEMENT A contractual liability and risk management expert, has been allocated to your team and will be available to assist on all technical contractual issues as required. Moreover our Governmental Project Risk Consulting can bring particular expertise. One of PRC‟s primary functions is contractual insurance due diligence in a UK governmental context and insurance procurement support to UK government bodies. For instance, the governmental practice team recently supported MoD in negotiations with industry on a nuclear site contract for the regeneration and sustainability of the site over the next 20 years. They also gave Advice to DECC on contract risk allocation and insurable risks in the CCS (Carbon Capture and Storage)„chain‟.
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Understanding of Requirements. (15 Points) Provide a detailed written narrative of the service you will be providing to include how and to whom the District is to report any maintenance needs, RMA’s, software updates, etc.
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Understanding of Requirements. 27.1 The parties hereby distinctly and expressly declare and acknowledge that, before the signing of this Agreement, they have carefully read the same, and the whole thereof, together with and in connection with said specifications, and that they have made such examination of this Agreement and specifications, the location where said work is to be done, the nature of the work required to be done, and the material required to be furnished, as to enable them to understand thoroughly the intention of the same, and the requirements, covenants, agreements, stipulations and restrictions contained herein and in said specifications. Contractor shall not hereafter make any claim or demand upon Railroad based upon or arising out of any alleged misunderstanding or misconception on its part of the said requirements, covenants, stipulations, and restrictions; and that any information (other than through a Supplemental Agreement), given to Contractor by the Engineer or others as to the quantities in the Project prior to, or during the progress of the Project, shall have no bearing or effect whatsoever upon the total amount to be paid for in the final settlement.
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Understanding of Requirements. The Offeror shall provide a detailed explanation of its understanding of the requirements of the PWS to include:
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Related to Understanding of Requirements

  • Understanding of Covenants The Executive acknowledges that, in the course of his employment with the Company and/or its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations. Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

  • Understanding of Risks Purchaser is fully aware of: (a) the highly speculative nature of the investment in the Shares; (b) the financial hazards involved; (c) the lack of liquidity of the Shares and the restrictions on transferability of the Shares (e.g., that Purchaser may not be able to sell or dispose of the Shares or use them as collateral for loans); (d) the qualifications and backgrounds of the management of the Company; and (e) the tax consequences of investment in the Shares.

  • Understanding of Agreement Executive represents and warrants that he has read and understood each and every provision of this Agreement, and Executive understands that he has the right to obtain advice from legal counsel of choice, if necessary and desired, in order to interpret any and all provisions of this Agreement, and that Executive has freely and voluntarily entered into this Agreement.

  • Representations and Understandings The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

  • Evaluation and Understanding It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, all financial and other risks of this Agreement and each Transaction hereunder.

  • Certain Understandings Each of the parties is a sophisticated legal entity or person that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Company Disclosure Schedule), (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth in this Agreement, and (iii) the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement.

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • ENTIRE AGREEMENT AND BINDING EFFECT This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns and supersedes any and all prior agreements between the parties whether oral or written. This Agreement may not be modified except upon further written agreement executed by both parties. Executive agrees that the Company may in its sole discretion, during the term of Executive’s employment with the Company and thereafter, provide copies of this Agreement (or excerpts of the Agreement) to others, including businesses or entities that may employ, do business with, or consider employing Executive in the future. Executive further agrees that any subsequent change or changes in his duties, compensation or areas of responsibility shall in no way affect the validity of this Agreement or otherwise render inapplicable any of the provisions of paragraphs 10 through 13 of this Agreement, which shall remain in full force and effect except as may be modified by a subsequent written agreement.

  • Representations and Warranties and Covenants 10 4.1 Generally.........................................................10 4.2

  • Entire Agreement; No Other Representations This Agreement (including any exhibits hereto), the Company Disclosure Letter, the Parent Disclosure Letter and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof. EACH PARTY HERETO AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARENT AND MERGER SUB NOR THE COMPANY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND EACH HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ITSELF OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, FINANCIAL AND LEGAL ADVISORS OR OTHER REPRESENTATIVES, WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE OTHER OR THE OTHER’S REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION WITH RESPECT TO ANY ONE OR MORE OF THE FOREGOING.

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