Acknowledgments and Agreements. (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.
(b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents.
(c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement.
(d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement.
(e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.
Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Indebtedness is payable in accordance with its terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent and each Lender do hereby adopt, ratify and confirm the Credit Agreement, as amended hereby, and acknowledge and agree that the Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement, as amended hereby, and under the Loan Documents, are not impaired in any respect by this Amendment. Any breach of any representations, warranties and covenants under this Amendment shall be an Event of Default under the Credit Agreement.
Acknowledgments and Agreements. (a) Each Loan Party acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and each Loan Party waives any defense, offset, counterclaim or recoupment (other than a defense of payment or performance) with respect thereto.
(b) The Parent, Borrower, each Guarantor, the Administrative Agent, the Issuing Lender, and each Lender party hereto does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, the Guaranty, and the other Loan Documents, are not impaired in any respect by this Agreement.
(c) Nothing herein shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents.
(d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean the Credit Agreement and such Loan Documents, as amended by this Agreement. This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents.
Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, L/C Issuer and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as amended hereby, and acknowledge and agree that the Original Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement, as amended hereby, and under the other Loan Documents, are not impaired in any respect by this Amendment.
Acknowledgments and Agreements. (a) The Company expressly acknowledges and agrees that the Secured Party's willingness to enter into this Agreement shall not be construed as a waiver of any power or right of the Secured Party to enforce the obligations of the Company under the Guarantee. The Company expressly acknowledges and agrees that the Secured Party is entitled to exercise all remedies available to it under the Guarantee or by statute or by rule of law in connection with the enforcement of the Guarantee. In no event shall the execution, delivery and performance of this Agreement by the Company be deemed to be satisfaction of the obligations of the Company under the Guarantee; provided, however, that any proceeds resulting from the sale of the Pledged Shares pursuant hereto shall be applied by the Secured Party to reduce the outstanding amount due and payable under the Guarantee.
(b) The Company expressly acknowledges and agrees that this Agreement shall not affect in any manner whatsoever the rights and remedies available to the Secured Party with respect to the Service Contracts, including, without limitation, the Secured Party's right to terminate the services provided under the Service Contracts due to Global Freeway's failure to make the payments required thereunder.
(c) Each of the Company and the Pledgor expressly waives any right it may have to obtain from any court any injunctive relief, including, without limitation, any temporary restraining order or preliminary injunction, against the Secured Party, the Agent or any third party in connection with the exercise by the Secured Party of any of its rights under this Agreement.
(d) The Company agrees to prepare and deliver at its own expense, and to reimburse the Agent and the Secured Party, as applicable, for all expenses incurred by such party in connection with, any filings required under the rules and regulations of the Securities and Exchange Commission in connection with the pledge of the Pledged Shares to the Agent hereunder.
(e) The Company agrees to reimburse the Agent and the Secured Party for any and all filing fees and other expenses incurred by such parties in connection with any Hart-Xxxxx-Xxxxxx xxxing that may be required in connection with the transactions contemplated hereunder.
(f) The Board of Directors of the Company has approved the terms of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the exercise of remedies hereunder, and such approval cons...
Acknowledgments and Agreements. The Company acknowledges and agrees that (i) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of the Shares by Dealer (or its agent or affiliate) in connection with this Agreement and (ii) the Company is entering into this Agreement in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended. For the avoidance of doubt, the Company agrees that Section 13.2 of the Equity Definitions remains applicable with respect to any Hedge Positions and Hedging Activities of Dealer in respect of the Transactions subject to the Warrants Confirmations and the transactions contemplated by this Agreement.
Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Borrower (a) waives any defense, offset, counterclaim or recoupment with respect thereto and (b) releases and discharges Administrative Agent and Lenders and their officers, directors, employees, agents, shareholders, affiliates and attorneys (the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower ever had, now has or claims to have or may have against any Released Party arising prior to the Waiver Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby, except those resulting from the gross negligence or willful misconduct of the Released Party, as determined by final non-appealable order of a court of competent jurisdiction. Borrower, Administrative Agent, Issuing Bank, and each Lender do hereby adopt, ratify and confirm the Credit Agreement and acknowledge and agree that the Credit Agreement is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Credit Agreement and under the other Loan Documents, are not impaired in any respect by this Agreement. Any breach of any representations, warranties and covenants under this Agreement shall be an Event of Default under the Credit Agreement (subject to applicable notice and cure periods as set forth in the Credit Agreement).
Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations, in each case as amended and waived hereby, are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, L/C Issuer and each Lender that is a party hereto do hereby adopt, ratify and confirm the Original Credit Agreement, as amended and waived hereby, and acknowledge and agree that the Original Credit Agreement, as amended and waived hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement and under the other Loan Documents, in each case as amended and waived hereby, are not impaired in any respect by this Amendment.
Acknowledgments and Agreements. Gatherer and Acquirer (i) acknowledge that Gatherer has provided to Acquirer a copy of the GGA (excluding the exhibits and schedules thereto that do not relate to the Acquired System); (ii) acknowledge that the term of the GGA commenced on September 30, 2009 and, unless terminated sooner in accordance with its terms, continues in effect through September 30, 2029 (the “Primary Term”) and continues in effect from 12-month period to 12-month period thereafter, unless terminated by Producers or Gatherer upon notice to the other no less than 6 months prior to the end of the Primary Term or any 12-month period thereafter, as applicable; (iii) acknowledge that the Acquired System is a part of a Gathering System; (iv) acknowledge Producers’ rights to have Producers’ Gas connected to, received by, gathered, compressed, dehydrated, treated and processed, as applicable, and redelivered to Producers on and over the Gathering System, on and subject to the terms and conditions provided in the GGA; and (v) agree that Producers, the successors and permitted assigns of Producers under the GGA, and any Persons who acquire any interest in the Dedicated Xxxxxxx Properties and enter into a separate gas gathering agreement pursuant to Section 9.3(a) of the GGA covering any part of the Acquired System (collectively, the “Producer Parties”) shall have the rights referenced in clause (iv) above in respect of the Acquired System. Acquirer agrees that if Acquirer sells, transfers or otherwise disposes of an interest in or all or any part of the Acquired System during the term of the GGA, Acquirer shall execute (and shall cause the Person acquiring such interest or part to execute) an acknowledgment substantially in the same form and content as this Acknowledgment and otherwise acceptable to Producers, acting reasonably.
Acknowledgments and Agreements. Each Holder and Beneficial Owner acknowledges and agrees that:
(i) each ADS is, and the terms and conditions upon which it is held by such Holder and Beneficial Owner are, subject to the Articles of Association and applicable French law (including Articles L. 360-1 to L. 360-4 and R. 360-1 to R. 360-5 of the French Code of Civil Aviation);
(ii) the Depositary and the Custodian, as registered holders of the Shares represented by the ADSs, are subject to the 45% Threshold Event Procedures, in their capacity as representatives of all Holders and Beneficial Owners of ADSs;
(iii) such Holder's and Beneficial Owner's ADSs represent a direct or indirect interest in the Shares underlying such ADSs and, as such, the share capital and voting rights of the Company (except as otherwise provided in the Articles of Association);
(iv) so long as a 45% Threshold Event shall continue the Company may implement the 45% Threshold Event Procedures concerning any Holder or Beneficial Owner upon the terms and conditions contemplated herein and such Holder or Beneficial Owner shall comply with such 45% Threshold Event Procedures;
(v) to the extent it may legally do so, it will provide certain information that is requested by the Company under statutory provisions of French law or the Articles of Association, including, among other matters, information as to the identity of persons who have interests in the deposited Shares;
(vi) the Company is entitled to issue formal requests and writs of summons for the sale of Shares, in one or more phases, in enforcement of the 45% Limitation and that such formal requests shall be issued by the Company initially to Non-E.U. Holders and, thereafter, to E.U. Holders;
(vii) the Shares covered by the formal requests and writs of summons described in clause (vi) above shall be determined by the Company in reverse chronological order of registration in the Company's share register, beginning with the most recently registered shares; and
(viii) following application of (vii) above, if more than one shareholder holds a number of Shares registered on the same date on the books of the Company and exceeding the balance of the Shares to which the same formal request procedure is to be applied, such balance shall be split between those holders in proportion to the Shares concerned.
