Acknowledgement of Parties; Disputes Sample Clauses

Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the Purchase Price, the Note and the Reissued Note are to be released are set forth in Sections 3 and 4 of this Agreement. Each of the Assignor, the assignee, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the Purchase Price, the Note and the Reissued Note. Any dispute with respect to the release of the Purchase Price, the Note and the Reissued Note, shall be resolved pursuant to Section 4.2 or by agreement among the Assignor, the Assignee, and the Company.
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Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the Purchase Price and Company Payment is to be released are set forth in Articles 3 and 4 of this Agreement. The Parties reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release of the Purchase Price and Company Payment. Any dispute with respect to the release of the Purchase Price and Company Payment shall be resolved pursuant to Section 4.2 or by agreement between the Parties.
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Acknowledgement of Parties; Disputes. The Purchaser and Seller acknowledge that the only teens and conditions upon which the Shares and the Purchase Price are to be released are set forth in Articles 3 and 4 of this Agreement. The Purchaser and Seller reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release of the Shares and the Purchase Price. Any dispute with respect to the release of the Shares and the Purchase Price shall be resolved pursuant to Section 4.2 or by agreement between the Purchaser and Seller.
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Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the original Note, Original Guaranty, Allonge and Purchase Price are to be released are set forth in Articles III and IV of this Agreement. Each of the Assignor, the Assignee, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the original Note, Original Guaranty, Allonge and Purchase Price. Any dispute with respect to the release of the original Note, Original Guaranty, Allonge and Purchase Price, shall be resolved pursuant to Section 4.2 or by agreement among the Assignor, the Assignee, and the Company.
Sample 1
Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the Note, Allonge and the Purchase Price are to be released are set forth in Sections 3 and 4 of this Agreement. Each of the Seller, the Purchaser, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the Note, Allonge and the Purchase Price. Any dispute with respect to the release of the Note, Allonge and the Purchase Price, shall be resolved pursuant to Section 4.2 or by agreement among the Seller, the Purchaser, and the Company.
Sample 1
Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the Company Documents, Assignor Documents and Assignee Documents are to be released are set forth in Sections 3 and 4 of this Agreement. The Parties reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release of the Company Documents, Assignor Documents and Assignee Documents. Any dispute with respect to the release of the Company Documents, Assignor Documents and Assignee Documents shall be resolved pursuant to Section 4.2 or by agreement between the Parties.
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Acknowledgement of Parties; Disputes. The Company acknowledges and agrees that the only terms and conditions upon which the Escrow Funds are to be released are set forth in this Article 2 and in Article 3 hereafter. The Company reaffirms its agreement to abide by the terms and conditions of this Agreement with respect to the release of the Escrow Funds. Any dispute with respect to the release of the Escrow Funds shall be resolved pursuant to the provisions of Section 3.2 hereafter or by the mutual agreement of the Company and Bellridge.
Sample 1
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Acknowledgement of Parties; Disputes. The Parties acknowledge that the only terms and conditions upon which the Stockholder Documents and the Optionee Documents are to be released are set forth in Sections 3 and 4 of this Agreement. The Parties reaffirm their agreement to abide by the terms and conditions of this Agreement with respect to the release of the Stockholder Documents and Optionee Documents. Any dispute with respect to the release of the Stockholder Documents and the Optionee Documents shall be resolved pursuant to Section 4.2 or by agreement between the Parties.
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Related to Acknowledgement of Parties; Disputes

  • GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

  • Acknowledgement and Cooperation The Depositor, the Master Servicer, and the Indenture Trustee acknowledge that without the need for any further action on the part of the Credit Enhancer, the Depositor, the Master Servicer, the Indenture Trustee, or the Note Registrar (a) to the extent the Credit Enhancer makes payments, directly or indirectly, on account of principal of or interest or other amounts on any Notes to the Holders of the Notes or the Credit Enhancer, as applicable, will be fully subrogated to the rights of these Holders to receive the principal and interest from the Trust and (b) the Credit Enhancer shall be paid the principal and interest or other amounts but only from the sources and in the manner provided in this Agreement for the payment of the principal and interest or other amounts. The Indenture Trustee and the Master Servicer shall cooperate in all respects with any reasonable request by the Credit Enhancer for action to preserve or enforce the Credit Enhancer's rights or interests under this Agreement and the Indenture without limiting the rights or affecting the interests of the Holders as otherwise stated in this Agreement and the Indenture.

  • Acknowledgement of Waiver of Claims Under ADEA Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that:

  • Procedures for Notification and Defense of Claim (a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure or delay materially prejudices the Company.

  • Resolution of Conflicts; Arbitration (i) In case the Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Mutual Agreement to Arbitrate a. Except as provided in Section 11.b., in the event of a dispute or claim between Executive and Employer related to Executive’s employment or termination of employment, all such disputes or claims will be resolved exclusively by confidential arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). This means that the parties agree to waive their rights to have such disputes or claims decided in court by a jury. Instead, such disputes or claims will be resolved by an impartial AAA arbitrator whose decision will be final.

  • Mutual Acknowledgement Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee.

  • GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE (i) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the personal jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in the county of Delaware in the State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any Action for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such Action may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such Action shall be heard and determined in such a Delaware state or federal court. The parties hereby consent to and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any manner as may be permitted by law shall be valid and sufficient service thereof.

  • Governing Law; Disputes In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (ii) the Company was formed pursuant to the laws of the State of Delaware ; (iii) the principal place of business of the Purchaser is located in the State of New York; (iv) the principal place of business of the Company is located in the State of Arizona; (v) the Purchaser does business throughout the United States; (vi) the Company contemplates doing business in North Dakota and other states; (vii) the principal place of business of the Escrow Agent is located in the State of New York; and (viii) all services pursuant to this Escrow Agreement will be performed in the State of New York, in order to avoid the question of which state law shall be applicable, the Parties agree that: This Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. Moreover, the Parties agree that pursuant to Section 5-1401 of the General Obligations Law of New York, if applicable, this Escrow Agreement shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without giving effect to the principles of conflicts of law. The Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Escrow Agreement. The Parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the extent permitted by applicable law) any right he, she or it may have to a trial by jury of any dispute arising under or relating to this Escrow Agreement and agree that any such dispute shall, at the option of any party, be tried before a judge sitting without a jury.

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