Acknowledgments and Waivers. The Sponsor understands that:
Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges that such Stockholder is familiar with (A) the provisions of the articles of organization of Company fixing the powers, preferences and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions of the Convertible Stock Purchase Agreement, dated August 28, 1997 (the "Preferred Share Purchase Agreement"), among Company and the purchasers of Preferred Shares named therein, (C) the provisions of the Registration Rights Agreement, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers of Preferred Shares named therein and (D) the provisions of the Merger Agreement and this Agreement, (ii) consents to the provisions of the Merger Agreement and this Agreement, and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist with respect to the manner in which the aggregate consideration to holders of capital stock of Company provided for in the Merger Agreement has been allocated pursuant to the Merger Agreement between the holders of Common Shares and the holders of Preferred Shares, and (ii) each Stockholder hereby agrees that such Stockholder will not assert or seek to exercise, at any time prior to the termination of the Merger Agreement pursuant to Section 8.1 thereof, any rights that it might have under the Preferred Share Purchase Agreement, Section 5 of the Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights Agreement.
Acknowledgments and Waivers. You acknowledge and agree that:
Acknowledgments and Waivers. (a) Owner acknowledges and confirms that it is fully liable under the Note, as amended hereby, including, without limitation, that it is obligated to pay all amounts of principal and interest, late charges, and other sums which may now or hereafter become due and owing under the Note, as amended hereby, and all taxes, insurance premiums and other sums that may be due and payable under the provisions of the Deeds of Trust and other Loan Documents; Owner acknowledges and admits the indebtedness evidenced by the Note, as amended hereby, and unconditionally promises and agrees to pay the same with interest thereon within the time and in the manner required in the Note, as amended hereby, together with attorneys’ fees, costs of collection, and any other sums secured by the Deeds of Trust and other Security Documents; and Owner further acknowledges and agrees that upon any default or Event of Default under the Note or any of the other Loan Documents from and after the date of this Amendment, Lender, in addition to any other rights it may have under the Loan Documents, at law or in equity, shall have the right to declare the entire unpaid balance of principal and interest under the Note immediately due and payable.
Acknowledgments and Waivers. Each member of the Borrower Group hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted pursuant to the Common Agreement and the Security Documents referred to therein, for the benefit of the Lenders, as collateral security for the Senior Indebtedness, and acknowledges that all of such Liens and security interests, and all collateral pledged as security for the Senior Indebtedness, continue to be and remain collateral for the Senior Indebtedness from and after the Amendment Effective Date, respectively.
Acknowledgments and Waivers. Grantor agrees that the whole or any part of the Collateral and any other security now or hereafter held for any of the Obligations secured hereby may be exchanged, compromised or surrendered by the Administrative Agent from time to time; that any guarantor, now or hereafter, of any of the Obligations, and any pledgors of collateral now or hereafter for any of the Obligations may be released in whole or in part from time to time; that any of the Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of any of the Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may be modified or waived on one or more occasions; and that Grantor and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by Grantor and none of which shall affect the right of the Administrative Agent to pursue the remedies available to the Administrative Agent under this Agreement or otherwise. The ability of Administrative Agent to pursue its remedies hereunder with respect to the Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Grantor or any other person or entity or against any or all of the other security or liens available to the Administrative Agent for the payment of the Obligations secured hereby. Grantor hereby waives any claim to marshalling of assets, any right to require that any action be brought against Grantor or any other person or entity prior to the exercise by Administrative Agent of its remedies with respect to the Collateral, and waives any right to require that resort be had to any security apart from the Collateral prior to action by Administrative Agent hereunder to realize upon the Collateral.
Acknowledgments and Waivers. The Company and the Guarantor acknowledge and agree as follows:
Acknowledgments and Waivers. (a) The Borrower acknowledges and confirms that, as of April 30, 2002, the outstanding principal balance of Revolving Loans was no less than $1,275,303, the outstanding principal balance of the Equipment Loan was no ---------- less than $5,858, and the outstanding principal balance of the Term Loan ------ was no less than $ 160,000 (collectively, the "OUTSTANDING --------- PRINCIPAL"), together with $ 13,626 accrued and unpaid interest on the -------- Outstanding Principal (the "OUTSTANDING INTEREST") and all costs, fees and expenses incurred under the Credit Agreement (the "OUTSTANDING FEES" and, together with the Outstanding Principal and the Outstanding Interest, the "CURRENT OUTSTANDING INDEBTEDNESS"). Borrower agrees that it owes the Current OutstandingIndebtedness free of any offset, defense or counterclaim and agrees that it will not assert any set off, defense or counterclaim to the Current Outstanding Indebtedness. In addition, the Borrower acknowledges that it remains liable for (i) all interest on the Outstanding Principal accruing from and after the date hereof (the "CONTINUING INTEREST") and (ii) all costs, fees and expenses incurred from and after the date hereof, in each case, pursuant to the Credit Agreement (the "CONTINUING FEES" and, together with the Current Outstanding Indebtedness and the Continuing Interest, the "OUTSTANDING INDEBTEDNESS"). The Borrower acknowledges and affirms its obligations under the Credit Agreement and any other related document executed in connection therewith.
Acknowledgments and Waivers. 6.4.5.1 Except as otherwise provided in Section 6.4.2 and/or Section 6.8, the Parties specifically intend by Section 6.4.3 to delegate to Design-Build Contractor the obligation to perform all responsibilities with respect to identification of Utilities, including underground public utility facilities, and to allocate to Design-Build Contractor all risk of increased costs and time of the Utility Adjustment Work assigned to Design-Build Contractor as part of the Work hereunder resulting from inaccuracies in the reputed locations of such facilities (and in any other relevant information with respect to such facilities.
Acknowledgments and Waivers. Except as otherwise provided in Section 6.4.2 and/or Section 6.8, the Parties specifically intend by Section 6.4.3 to delegate to Design-Build Contractor the obligation to perform all responsibilities with respect to identification of Utilities, including underground public utility facilities, and to allocate to Design-Build Contractor all risk of increased costs and time of the Utility Adjustment Work assigned to Design-Build Contractor as part of the Work hereunder resulting from inaccuracies in the reputed locations of such facilities (and in any other relevant information with respect to such facilities. Design-Build Contractor acknowledges that prior to the Proposal Date, Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owner Duke Energy, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information, and that such investigations constituted the basis for establishing its Price Proposal. Design-Build Contractor acknowledges that prior to the submittal or Design-Build Contractor’s Utility Conflict Matrix (including updates to the Design-Build Contractor’s Utility Conflict Matrix to the extent allowed under this Section 6.4), Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owners, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information. Design-Build Contractor further acknowledges and agrees that the acknowledgements, waivers, and agreements set forth in Section 6.4.3 and this Section 6.4.55 extend to and include any rights which Design-Build Contractor might otherwise claim under IFA’s Right of Way Policies and Procedures Manual.
