Acknowledgments and Representations. Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.
Acknowledgments and Representations. The Guarantor acknowledges and represents to the Administrative Agent and each Bank that it is receiving direct and indirect financial and other benefits as a result of this Article IV; represents to the Administrative Agent and each Bank that after giving effect to this Article IV and the contingent obligations evidenced hereby it is, and will be, Solvent; acknowledges that it will derive substantial direct and indirect benefit from the transactions contemplated by this Agreement; acknowledges that its liability hereunder shall be cumulative and in addition to any other liability or obligation to the Administrative Agent and each Bank, whether the same is incurred through the execution of a note, a similar guaranty, through endorsement, or otherwise; acknowledges that neither the Administrative Agent, any Bank nor any officer, employee, agent, attorney or other representative of any of them has made any representation, warranty or statement to the Guarantor to induce it to execute this Agreement; and acknowledges that it has made its own credit analysis and decision to enter into this Agreement and undertake the guaranty set forth in this Article IV.
Acknowledgments and Representations. The Employee hereby represents and acknowledges that:
Acknowledgments and Representations. 1. Did you receive a copy of our Disclosure Document (and all exhibits and attachments) at least (a) 14 calendar days prior to signing the Franchise Agreement; or (b) if you are a resident of Maryland, New York, or Rhode Island, at the earlier of the first personal meeting or 10 business days before the execution of the Franchise Agreement (or other agreement) or payment of any consideration; or (c) if you are a resident of Michigan, Oregon, Washington or Wisconsin, at the earlier of 10 business days before the execution of any binding agreement or payment of any consideration? Check one: þ Yes o No. If no, please comment:
Acknowledgments and Representations. The Borrower acknowledges and represents that: (i) except as specifically modified hereby, all terms, covenants, conditions and other provisions (including, but not limited to warrants of attorney for confession of judgment against any Borrower) of the Loan Agreement, all other Loan Documents and any Swap Agreements executed by all or any of them in connection with the Loan Documents are hereby ratified and reaffirmed and continue in full force and effect as of the date hereof as if restated herein in their entirety without any defense, counterclaim, right or claim of set-off; (ii) after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; (iii) all representations and warranties contained in the Loan Documents are true and correct as of this date; (iv) all necessary action to authorize the execution and delivery of this Agreement has been taken; and (v) this Agreement is a modification of an existing obligation and is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral under the Loan Agreement, the Notes or any other Loan Document.
Acknowledgments and Representations. SBMS and AGENT acknowledge that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonably necessary to maintain SBMS' high standards for CRS and other Services, thereby to protect and preserve the goodwill of SBMS' CRS, Services and its Marks. AGENT has read and understands the obligations imposed by the FCC upon CRS licensees and their duties to SBMS as specified in Section 22.9l2 of the FCC's cellular rules. AGENT acknowledges that SBMS' ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. SBMS makes no representation concerning whether said licenses, certificates, and permits will continue to be valid. AGENT agrees that if SBMS is prohibited from, or otherwise ceases selling an Authorized Service in the Area, SBMS may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS and any other Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of SBMS involves business risks and the AGENT'S success in such business will depend primarily upon its abilities and efforts. SBMS expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with SBMS and acknowledges that it has no knowledge of any representations relating to its agency relationship with SBMS by an officer, employee or agent of SBMS that are contrary to the terms herein. AGENT represents to SBMS, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to SBMS in its application for appointment as a nonexclusive, Authorized Agent of SBMS or in any other manner. AGENT and SBMS mutually agree that they shall not have any liability to the other for any lost profits, consequential, or special damages even if advised of the possibility of such damages.
Acknowledgments and Representations. Executive acknowledges that the Company’s business is conducted worldwide and agrees that the time periods referred to in Section 5.1 are reasonable and valid in duration and scope and in all other respects in light of the nature and extent of the business conducted by the Company. Executive also represents that his experience and capabilities are such that the enforcement of the foregoing covenants will not prevent Executive from working in his occupation, from earning a livelihood, and acknowledges that it would cause the Company serious and irreparable injury and cost if Executive were to use the Company’s knowledge in competition with the Company or otherwise breach the obligations contained in this Agreement. Executive acknowledges that this Agreement shall be given full force and effect whether Executive’s employment is terminated voluntarily or involuntarily, and/or with or without Cause or Good Reason. Executive hereby acknowledges that he has been advised to consult with an attorney before executing this Agreement and that he has done so or, after careful reading and consideration, he has chosen not to do so of his own volition.
Acknowledgments and Representations. Guarantor acknowledges and represents that the Guaranty and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no Event of Default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of the Effective Date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.
Acknowledgments and Representations. Fox is acquiring the Exchange Securities for its own account and not for the account of any other Persons. Fox acknowledges and represents: (i) that it is aware that the Exchange Securities are not registered under the Securities Act of 1933, as amended (the "Securities Act") and are subject to the restrictions thereof, including pursuant to Rule 144 promulgated thereunder; (ii) that no federal or state agency has passed upon the Exchange Securities or made any finding or determination as to the fairness of Fox's investment in the Exchange Securities; (iii) that there are risks of loss associated with Fox's exchange of its Purchase rights for the Exchange Securities; (iv) that the investment in the Exchange Securities is an illiquid investment and Fox may bear the risk of its investment for an indefinite period of time; and (v) that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and is able to bear such financial risk. The Purchaser understands and agrees that the following restriction and limitation is applicable to Purchaser's investment in the Exchange Securities pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D; "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO COUNSEL FOR THE COMPANY, IS AVAILABLE." The foregoing statement will affixed as a legend on all certificates representing the Exchange Securities.
Acknowledgments and Representations. You acknowledge and agree that: (a) Your position is a position of trust and responsibility with access to Confidential Information, Trade Secrets, and information concerning employees and Customers of the Company; (b) the relationships between the Company and its Customers are of a substantial and near permanent nature and but for Your employment with the Company, You would not have had access to those Customers; (c) the Trade Secrets and Confidential Information, and the good will and/or relationship(s) between the Company and each of its Employees and Customers, are valuable assets of the Company and may not be used for any purpose other than the Company’s Business; (d) the names of Customers are considered Confidential Information of the Business which constitutes valuable, special, and unique property of the Company; (e) Customer lists and Customer information, which have been compiled by the Company represent a material investment of the Company’s time and money; (f) the Company will invest its time and money in the development of Your skills in the Business; and (g) the restrictions contained in this Agreement, including, but not limited to, the restrictive covenants set forth in Sections 7(e)(ii) through 7(e)(v) below, are reasonable and necessary to protect the legitimate business interests of the Company, and shall not impair or infringe upon Your right to work or earn a living in the event Your employment with the Company ends for any reason. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the Company or complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information, owned by any other person or entity. You further agree that during Your employment with the Company and in connection with the performance of Your duties for the Company, You shall not breach any legal or contractual duty or agreement You entered into with any former employer or third party.
