Acknowledgement; Release Sample Clauses

The 'Acknowledgement; Release' clause serves to confirm that a party recognizes certain facts, rights, or obligations and formally relinquishes any claims or liabilities related to them. In practice, this clause may require a party to acknowledge receipt of payment, performance of duties, or the existence of specific circumstances, and then release the other party from any further responsibility or potential disputes arising from those matters. Its core function is to provide legal certainty and finality by preventing future claims or disagreements over the acknowledged and released issues.
Acknowledgement; Release. The Executive assumes all risk of the creditworthiness of the Insurer and acknowledges that the Corporation makes no representation or guarantee of the creditworthiness of any Insurer. The Executive acknowledges and agrees that in consideration of the Executive's participation in the Plan, the Executive is waiving the right to continue participation in the Corporation's group life insurance plan (which provided a death benefit of $50,000) and related accidental death and disability benefit. The Executive acknowledges responsibility for all federal, state and local tax consequences imposed on the Executive's participation in the Plan and further acknowledges that the Corporation has not made any representations or guarantees of the present or future tax consequences of the Executive's participation in the Plan.
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Acknowledgement; Release. By signing below, you acknowledge and agree that: (a) you understand that the Tangible Book Value and Target Value assigned to your Award will be determined in accordance with procedures adopted by the Board and may not be the same as the fair market value of the Company’s stock; (b) you are not relying upon any written or oral statement or representation of the Company or any of its employees, directors, officers, attorneys or agents (the “Company Parties”) regarding the tax effects associated with your execution of this Agreement and your receipt, and ultimate distribution, of the Award; and (c) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted. You hereby release, acquit, and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your execution of this Agreement and your receipt, and ultimate settlement, of your Award.
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Acknowledgement; Release. The Companies acknowledge and agree that they have no existing defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of any of its liability to pay the full indebtedness outstanding under the terms of this Agreement and any other documents which evidence, guaranty or secure the Obligations. As of the Closing Date, the Companies hereby release and forever discharge the Agent, the Banks and all of their respective officers, directors, parents, subsidiaries, affiliates, predecessors, successors, employees, attorneys, advisors, accountants, representatives, consultants and agents (the “ Related Releasees ”) from any and all existing actions, causes of action, debts, dues, claims, demands, liabilities and obligations of every kind and nature, both in law and in equity, known or unknown, whether matured or unmatured, absolute or contingent, including actual, consequential, punitive and other damages that either of them may have against the other and/or the Related Releasees relating to or 106 arising from this Agreement or the other Loan Documents and/or any and all transactions hereunder and thereunder or related thereto, in each case other than any liability to pay the full indebtedness and other amounts owing under the terms of this Agreement and the other Loan Documents, and any other documents which evidence, guaranty or secure the Obligations hereunder and the “Obligations” as such term (or equivalent term however denominated) is used in any of the other Loan Documents.
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Acknowledgement; Release. The Client acknowledges and agrees that ImmediaCare does not provide emergency and critical care services and will provide only the limited, routine, non-emergency Medical Services and that are requested by Eligible Individuals and/or the Client. Nothing in this Agreement shall limit, prohibit or prevent an Eligible Individual from seeking or obtaining medical care or treatment from the Eligible Individual's attending physician, a specialist, a hospital or another health care provider. The Client hereby releases ImmediaCare, its owners, officers, managers, employees and agents from any and all liability, claims, causes of action, costs and expenses resulting from the failure of an Eligible Individual to seek or obtain timely medical care or treatment or its failure to provide any services beyond the Medical Services.
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Acknowledgement; Release. You acknowledge and agree that: (a) you are not relying upon any written or oral statement or representation of the Company, any Subsidiary or Affiliates, or any of their respective employees, directors, officers, attorneys, or agents (collectively, the “Company Parties”) regarding the tax effects associated with your execution of this Agreement and your receipt, and ultimate distribution, of the Award; and (b) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of professionals of your choice with whom you have consulted. You hereby release, acquit, and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your execution of this Agreement and your receipt, and ultimate distribution, of the Award.
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Acknowledgement; Release. Buyer acknowledges and agrees that except as expressly set forth in this Agreement or in agreements delivered at the close of escrow, Seller does not make any representations, warranties, promises, covenants, agreements, or guarantees of any kind or character whatsoever, that are expressed or implied, oral or written, past, present, or future of, as to, concerning, or with respect to Property or the condition of the Property. Buyer further acknowledges and agrees that, except for representations and covenants in this Agreement, the sale of the Property is made on an “as is” and “where is” and “with all faults.” It is understood and agreed that the purchase price has been adjusted by prior negotiations to reflect that the Property is sold by Seller and purchased by Buyer and subject to the foregoing. The provisions of this subsection shall survive the close of escrow. Buyer as of the close of escrow, on behalf of itself, its heirs, executors, successors, and assigns, does hereby waive, release, and forever discharge Seller, and Seller’s agents and employees, from any and all claims, actions, causes of action, demands, liabilities, damages, costs, expenses, penalties, or compensation whatsoever, including attorneys’ fees, whether direct or indirect, known or unknown, foreseeable or unforeseeable, which Buyer may have at close of escrow or which may arise in the future on account of or in any way related to or connected with the Property, or the purchase and sale of the Property, including, without limitation, any matters described above. In such regard, Buyer hereby waives the protection of California Civil Code Section 1542, which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Notwithstanding the foregoing, no release or waiver by Buyer set forth herein shall constitute a release or waiver of (a) Seller’s performance of its covenants under this Agreement, (b) any fraud by Seller in connection with this Agreement or (c) any representations by Seller in this Agreement.
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Related to Acknowledgement; Release

  • ACKNOWLEDGEMENT AND CONFIRMATION Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2015-1 SUBI Certificate and the 2015-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.