Acknowledgements and Consents Sample Clauses
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Acknowledgements and Consents. (a) Each lender delivering a Lender Addendum on the Fifteenth Amendment Effective Date that was not a Lender immediately prior to giving effect to this Amendment (each a “New Lender”), hereby acknowledges and agrees that upon its execution of this Amendment that, in each case from and after the effectiveness of this Amendment, each shall become a “Lender” under, and for all purposes of, the Loan Agreement (as amended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender further (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as each has deemed appropriate to make its own credit analysis and decision to become a Lender; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the Other Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender and (v) represents and warrants that it is an Eligible Assignee under the Loan Agreement.
(i) On the Fifteenth Amendment Effective Date, all Obligations shall be amended and modified as provided herein, (ii) on the Fifteenth Amendment Effective Date, the Revolver Loans of each of the Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Commitments as set forth opposite such Lender’s name on Schedule A-1 to the Restated Loan Agreement which such Schedule is attached hereto as a part of Exhibit B attached hereto and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Lender to each Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance but without the...
Acknowledgements and Consents. Each of the parties hereby acknowledges and consents to the following:
(a) The services of Subadviser under this Agreement are not to be deemed exclusive and Subadviser shall be free to render similar services to others. Subadviser shall not be deemed to have notice of, or to be under any duty to disclose to the Fund or Trust, any fact or thing which may come to the notice of Subadviser or any member or representative of Subadviser in the course of Subadviser rendering similar services to others or in the course of its business in any capacity or in any manner whatsoever otherwise than in the course of carrying out its duties hereunder.
(b) Adviser has received a copy of Part 2 of Subadviser’s Form ADV and confirms having read and understood the disclosures contained therein, including without limitation the sections setting forth the various procedures, understandings and conflicts of interest relating to the Fund and Subadviser’s relationship with its affiliates, and Adviser agrees that Subadviser’s services hereunder shall be subject to such procedures and understandings and conflicts of interest.
(c) Adviser understands the investment strategy intended to be followed in respect of the Fund and hereby consents thereto and understands that Subadviser makes no representation as to the success of any investment strategy or security that may be recommended or undertaken by Subadviser with respect to the Fund.
Acknowledgements and Consents. The Company acknowledges that:
(a) the Advisor may place orders for the execution of transactions with or through such brokers, dealers or banks as the Advisor may select in its sole discretion. In selecting such broker, Advisor will give primary consideration to obtaining the most favorable price and efficient execution. The Advisor may consider, in addition, the financial stability and reputation of brokers and dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by brokers and dealers that may benefit the Company. The Advisor may, and is authorized to, consistent with its duty of best execution and in compliance with all applicable securities laws, pay a commission for executing a transaction which may be greater than the amount of the commission another broker or dealer might have charged for effecting that transaction, provided that the Advisor determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided. Subject to the foregoing, the Company acknowledges that such research services rendered may be useful in providing services to clients other than the Company, and that not all such information will necessarily be used by the Advisor in connection with rendering services to the Company. The Company understands and agrees that it will not direct brokerage, and that the choice of brokers is in the Advisor’s sole discretion;
(i) the Advisor acts as adviser to other clients and may give advice, and take action, with respect to any of those clients which may differ from the advice given, or the time or nature of action taken, with respect to the Company’s Account; (ii) where there is a limited supply of a security, the Advisor will use its best efforts to allocate or rotate investment opportunities in a fair and equitable manner, and the Company acknowledges that the Advisor cannot assure, and assumes no responsibility for, equality among all accounts and customers; (iii) affiliates of the Advisor and officers, directors and employees of the Advisor and such affiliates of the Advisor may engage in transactions, or cause or advise other customers to engage in transactions, which may differ from or be identical to transactions engaged in by the Advisor for the Investment Portfolios and the Company acknowledges that the Advisor and affiliates of the Advisor and officers, dir...
Acknowledgements and Consents. The Principal acknowledges that:
a) the Manager may place orders for the execution of transactions with or through such brokers, dealers or banks as the Manager may select in its sole discretion. In selecting such broker, Manager will give primary consideration to obtaining the most favorable price and efficient execution. The Manager may consider, in addition, the financial stability and reputation of brokers and dealers and the brokerage and research services (as those terms are defined in Section 28(e) of the Securities and Exchange Act of 1934, as amended) provided by brokers and dealers that may benefit the Principal. The Manager may, and is authorized to, consistent with its duty of best execution and in compliance with all applicable securities laws, pay a commission for executing a transaction which may be greater than the amount of the commission another broker or dealer might have charged for effecting that transaction, provided that the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided. Subject to the foregoing, the Principal acknowledges that such research services rendered may be useful in providing services to clients other than the Principal, and that not all such information will necessarily be used by the Manager in connection with rendering services to the Principal. The Principal understands and agrees that it will not direct brokerage, and that the choice of brokers is in the Manager’s sole discretion;
Acknowledgements and Consents. Pursuant to Section 9.1(a) of the Credit Agreement, the Administrative Agent, the Fronting Banks, the Borrower and the Existing Lenders party hereto constituting the Required Lenders hereby consent to this Amendment, including, without limitation, the New Revolving Commitment and the other amendments set forth in Section 1 hereof.
Acknowledgements and Consents. Company hereby acknowledges and consents to the purchase and sale of the Securities pursuant to this Agreement, the Assignment and the Overbid Contract (as defined in Section 6.5), and irrevocably waives compliance with any applicable rights of refusal, options or approval requirements with respect thereto. Company hereby further acknowledges and consents to the assignment of the Registration Agreement from CCL to PNW, LLC (“PNW”), from PNW to Goldman and from Goldman to Buyers. Company does not hereby waive any right to consent to or deny any future sale or assignment.
Acknowledgements and Consents. Each Creditor:
(a) acknowledges and consents to the Obligors having entered into the Transaction Documents;
(b) acknowledges and consents to the Obligors having granted to the Sprott Security Agent, Security Interests in the Collateral pursuant to the Sprott Security Documents; and
(c) consents to the Obligors granting to the Note Purchaser, Security Interests in the Collateral pursuant to the Note Purchase Security Documents;
(d) consents to the Obligors granting to Teck, Security Interests in the Collateral pursuant to the Teck Security Documents;
(e) consents to the Obligors granting to the Subordinated Creditor, Security Interests in some of the Collateral pursuant to the Subordinated Security Documents; and
(f) acknowledges and agrees that (i) the Sprott Royalty constitutes a real property interest in the Royalty Property and a covenant running with the land and burdening the Royalty Property, and (ii) the Sprott Royalty cannot be vested out of the Royalty Property in any Creditor Proceeding except with the prior written consent of the Sprott Royalty Holder.
Acknowledgements and Consents. The Borrower will deliver to the Trustees on the date hereof Acknowledgement and Consents, substantially in the form of Annex I, in respect of the Sprint Trademark Agreement, the Lucen Agreement and the Nortel Agreement (as such terms are defined in Schedule 1), duly executed by Sprint Communications Company, L.P., Lucent Technologies Inc. and Northern Telecom Inc., respectively.
Acknowledgements and Consents. Each Obligor (as evidenced by the Company's execution of this Agreement) acknowledges (and, to the extent necessary, consents to) the transactions contemplated by this Agreement.
Acknowledgements and Consents. The Grantor will deliver to the Trustees on the date hereof Acknowledgement and Consents, substantially in the form of Annex I, in respect of the Lucent Agreement and the Nortel Agree- ment (as such terms are defined in Schedule 1), duly executed by Lucent Technol- ogies Inc. and Northern Telecom Inc., respectively.