Acknowledgment by the Borrower Sample Clauses

Acknowledgment by the Borrower. The undersigned, being the Borrower referred to in the foregoing Management Fee Subordination Agreement, hereby (i) acknowledge receipt of a copy thereof, (ii) agree to all of the terms and provisions thereof, (iii) agree to and with the Lender that it shall make no payment on the Subordinated Obligations that the Manager would not be entitled to receive under the provisions of such Agreement, (iv) agree that any such payment will constitute a default under the Senior Indebtedness, and (v) agree to xxxx its books conspicuously to evidence the subordination of the Subordinated Obligations effected hereby. The undersigned further acknowledge and agree that the foregoing Management Fee Subordination Agreement may be modified and amended at any time or times without notice to or the consent of the undersigned and that the undersigned is not an intended beneficiary of any of the rights, benefits or privileges granted to the Lender pursuant to such Agreement. 1847 XXXXXXXX INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer
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Acknowledgment by the Borrower. (a) The Borrower hereby acknowledges and agrees that (i) as of April 1, 2019, the Specified Defaults will have occurred and be continuing; and (ii) should any Specified Defaults constitute or mature into, after the expiration of any applicable grace period under the Credit Agreement, an Event of Default, all Obligations under the Loan Documents could be declared immediately due and payable, and each of the Administrative Agent and the Lenders would have full legal right to exercise any and all of their respective rights and remedies under the Loan Documents or otherwise available at law and in equity with respect thereto.
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Acknowledgment by the Borrower. The Borrower hereby acknowledges and agrees that the Borrower is in default of its obligations to the Bank under the Loan Documents, beyond any applicable periods of notice, cure or grace, and that the Borrower has no defenses or off-sets that it could or would assert in the case of the Bank’s exercise of its rights and remedies thereunder. Specifically, the Borrower has (a) removed Xxxxxxx Xxxxxxxxxx as its Chief Executive Officer without thirty days prior written notice to the Bank (Section II.D.18 of the
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Acknowledgment by the Borrower. The Borrower acknowledges that the Aberdeen II Plant (as defined in the Credit Agreement) includes the COES Project (as defined in the Credit Agreement after giving effect to the amendments in Section 2(e) hereof).
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Acknowledgment by the Borrower. The Borrower acknowledges that the Finance Parties (other than the Trust Company) have agreed to this Amending Agreement in full reliance on those representations and warranties referred to in clause 13 of the Facility Agreement, which, pursuant to clause 13.20.2 of the Facility Agreement were deemed repeated on November 30, 2009. For the avoidance of doubt, all references to “Finance Documents” in the representations and warranties set out in clause 13 of the Facility Agreement, include also this Amending Agreement.
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Acknowledgment by the Borrower. The Borrower acknowledges that the Finance Parties (other than the Trust Company) have agreed to this Amending Agreement in full reliance on the November 30 Representation and Warranties, which are deemed to be repeated on the date of signature of this Amending Agreement, subject to the following amendments: (i) in clause 13.8.4 of the Facility Agreement, the figures and words “372,052,993 (three hundred and seventy-two million fifty-two thousand nine hundred and ninety-three)” shall be deemed to be replaced with the figures and words: 372,696,326 (three hundred and seventy-two million six hundred and ninety-six thousand three hundred and twenty-six)”; (ii) in clause 13.10.1 of the Facility Agreement, Schedule 13.10 shall be deemed to be amended in order to include the following additional Proceedings: a claim dated November 22, 2010 issued by Meinl Bank AG and B.V. voorheen Firma W. de Liefde against the Borrower, Gazit Midas, the other Investor Parties, XXX, Xxxxx Xxxxxxx, Xxxxxxx Xxx Xxxx and others submitted to the Royal Court of Jersey (a copy of which claim has been supplied to the Facility Agent); (iii) in clause 13.11.1, after the words “March 26, 2009, the following words shall be deemed to be added: “as amended by a letter dated August 18, 2010 issued by Atrium European Management N.V. and confirmed by Xx. Xxxxx Xxxxxxx”; and (iv) in clause 13.11.2(ii), the following words shall be deemed to be added at the beginning of such clause: “other than as described in Schedule 13.10 as amended pursuant to the Amending Agreement dated December 30, 2010”. In this clause 4, “the November 30 Representation and Warranties” means those representations and warranties referred to 165 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. in clause 13 of the Facility Agreement, which, pursuant to clause 13.20.2 of the Facility Agreement were deemed repeated on November 30, 2009, provided however that, other than the representations and warranties referred to in clauses 13.7.1, 13.11.4 and 13.14, every reference to, and every representation and warranty stated to be made as of, the “Amendment Closing Date”, as such term is defined in the Facility Agreement, shall (subject to the amendments mentioned above) also be a reference to, or shall be deemed made as of, the date of signature of this Amending Agreement. For t...
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Related to Acknowledgment by the Borrower

  • Assignment by the Company The rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Investor.

  • Acknowledgment by Employee Employee acknowledges that the restrictive covenants contained in this Section 7 are legitimate and reasonable business interests of the Company, and that Company is entitled to enforce the restrictions consistent with the foregoing.

  • Assignment by the Seller The Seller shall assign (exclusive of the Seller’s rights arising under Section 8.02(iii) and 8.03), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement.

  • Assignment by the Administrative Agent The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto.

  • ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Assignment by the Executive This Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder.

  • Acknowledgments by the Employee The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) since the Employee possesses substantial expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Compensation provided to Employee hereunder constitutes good and sufficient consideration for the Employee's agreements and covenants in this Section 7; and (e) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Acknowledgment and Waiver By accepting this grant of Stock, the Employee acknowledges and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless otherwise provided in the Plan or this Agreement; (ii) the grant of Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock, or benefits in lieu of Stock, even if Stock has been granted repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the Employee's participation in the Plan shall not create a right to further employment with Employer and shall not interfere with the ability of Employer to terminate the Employee's employment relationship at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; (v) the Employee is participating voluntarily in the Plan; (vi) Stock and Stock grants are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and is outside the scope of the Employee's employment contract, if any; (vii) Stock and Stock grants are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii) in the event that the Employee is not an employee of the Company, this grant of Stock will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of Stock will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate of the Company; (ix) the future value of the underlying Stock is unknown and cannot be predicted with certainty; (x) in consideration of this grant of Stock, no claim or entitlement to compensation or damages shall arise from termination of this grant of Stock or diminution in value of this grant of Stock resulting from termination of the Employee's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Employee irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this Agreement, the Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (xi) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Employee's employment (whether or not in breach of local labor laws), the Employee's right to receive Stock and vest in Stock under the Plan, if any, will terminate effective as of the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Employee's right to vest in this Stock after termination of employment, if any, will be measured by the date of termination of the Employee's active employment and will not be extended by any notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of this Stock grant.

  • Payment by the Company If the Registration Statement covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not declared effective within one hundred twenty (120) calendar days following the Due Date, then the Company shall pay the Initial Investor 2% of the purchase price paid by the Initial Investor for the Registrable Securities pursuant to the Subscription Agreement for every thirty day period, or portion thereof, following the one hundred twenty (120) calendar day period until the Registration Statement is declared effective. Notwithstanding the foregoing, the amounts payable by the Company pursuant to this provision shall not be payable to the extent any delay in the effectiveness of the Registration Statement occurs because of an act of, or a failure to act or to act timely by the Initial Investor or its counsel. The above damages shall continue until the obligation is fulfilled and shall be paid within 5 business days after each 30 day period, or portion thereof, until the Registration Statement is declared effective. Failure of the Company to make payment within said 5 business days shall be considered a default. The Company acknowledges that its failure to have the Registration Statement declared effective within said one hundred twenty (120) calendar day period following the Due Date, will cause the Initial Investor to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties' good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to register the Common Stock and deliver the Common Stock pursuant to the terms of this Agreement, the Subscription Agreement and the Debenture.

  • Presumption of Payment by the Borrower Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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