Acknowledgements Covenants Sample Clauses

The "Acknowledgements & Covenants" clause serves to formally record the parties’ recognition of certain facts, obligations, or conditions, and to establish binding promises regarding their conduct or responsibilities under the agreement. In practice, this clause may require parties to acknowledge receipt of information, confirm understanding of key terms, or agree to perform or refrain from specific actions, such as maintaining confidentiality or complying with applicable laws. Its core function is to ensure that both parties are aware of and committed to essential aspects of the agreement, thereby reducing misunderstandings and reinforcing accountability.
Acknowledgements Covenants. Borrowers acknowledge and covenant that they shall deliver on or before April 30, 2015 a preliminary compliance certificate for the reporting period ended April 26, 2015.
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Acknowledgements Covenants. 2.7.1. Pfizer also acknowledges that the license rights granted to it under this Agreement and its exercise of such license rights are subject to the FSMA-Company Agreement, including Sections 2.1 and 5 thereof, pursuant to which some or all of the intellectual property that is licensed to the Company as of the Effective Date under the FSMA-Company Agreement may become assigned to and owned by the Company in the future. Company covenants to Pfizer that to the extent such intellectual property is not assignable or otherwise is not assigned to the Company, Company will maintain exclusive license rights to such intellectual property such that it continues to be licensed to Pfizer under this Agreement during the Term. Company further covenants to Pfizer that during the Term Company shall maintain (and shall not divest, sell or otherwise transfer) its ownership interests in such intellectual property once the Company becomes the owner of such intellectual property. 2.7.2. Company acknowledges and agrees that Pfizer shall have the right to engage in discussions [***], in each case for the purpose of [***] that may relate to [***], and Company shall cooperate with Pfizer in [***] to the extent reasonably requested by Pfizer; provided however that Pfizer will not have, and will not purport to have, [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
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Acknowledgements Covenants 
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Related to Acknowledgements Covenants

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will be brought into frequent contact with existing and potential customers of the Group Companies throughout the world. Executive also agrees that trade secrets and confidential information of the Group Companies, more fully described in subparagraph 7(f), gained by Executive during Executive’s association with the Group Companies, have been developed by each Group Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Group Companies. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Businesses that Executive not compete with the Businesses during Executive’s employment with the Company and not compete with the Businesses for a reasonable period thereafter, as further provided in the following subparagraphs.

  • Agreements, Conditions and Covenants The Purchaser shall have performed or complied with all agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before the Closing.

  • 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.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • 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.