Legally Binding The terms of this Agreement contained herein are contractual, and not a mere recital.
Independent Legal Advice Each of the Parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.
Non-Binding Unless expressly authorised in writing by the Group-Wide Lenders and then on such terms and conditions as the Group-Wide Lenders may require, the Steering Committee shall not negotiate the terms of or enter into any agreement on behalf of the Group-Wide Lenders of any of them. This Clause 19 and Clause 14.4 may be relied upon by any member of the Steering Committee notwithstanding the provisions of Clause 17.11.
Successors; Binding Agreement This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.
CAREFULLY BEFORE SIGNING Realizing that there are risks inherent in any CHS Summer Camp, and in consideration of my or our child/xxxx'x being allowed to participate in CHS's Summer Camps. I/we agree to assume all risks (whether known or unknown) of participation in Creekside’s Summer Camps, to release and hold harmless Creekside High School and the St. Xxxxx County School District, together with its faculty, staff, employees, coaches, volunteers, trustees and other agents (collectively, the Releasees), from any and all claims, liabilities and damages relating to any injury, sickness, death or destruction of any property which may arise out of, result from or be in any way connected with the participation of my child/xxxx in CHS's Summer Camps, other than claims, liabilities or damages based on the gross negligence of EC or its employees. In addition, I/we agree to indemnify and hold the Releasees harmless from any and all claims for injuries or property damage brought on behalf of myself or our child/xxxx or alleged to have been caused by me or by our child/xxxx while our child/xxxx is participating in CHS’s Summer Camps. I/WE HAVE READ THIS PARTICIPATION, ASSUMPTION OF RISK, WAIVER AND RELEASE OF LIABILITY, AND INDEMNIFICATION AGREEMENT; FULLY UNDERSTAND ITS TERMS; UNDERSTAND THAT I/WE HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT; AND HAVE SIGNED IT FREELY AND VOLUNTARILY WITHOUT ANY INDUCEMENT (OTHER THAN THE OPPORTUNITY TO PARTICIPATE IN Creekside’s Summer Camps, ASSURANCE OR GUARANTEE BEING MADE TO ME/US. I/WE INTEND MY/OUR SIGNATURE(S) TO EFFECT A COMPLETE AND UNCONDITIONAL RELEASE AND WAIVER OF ALL LIABILITY, INCLUDING ANY NEGLIGENCE OF THE RELEASEES IDENTIFIED IN THIS AGREEMENT, AND TO INDEMNIFY THE RELEASEES, TO THE GREATEST EXTENT ALLOWED BY LAW. Parent/guardian name (please print) Parent/guardian signature Date Sworn and ascribed before me on this Day of in the Year
Authority; Binding Agreement Stockholder has the legal power and authority to execute and deliver this Agreement, to perform Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by Stockholder and no other actions or proceedings on the part of Stockholder are necessary to authorize the execution and delivery by Stockholder of this Agreement, the performance by Stockholder of Stockholder’s obligations hereunder or thereunder or the consummation by Stockholder of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Stockholder, and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitute a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with their respective terms except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.
Independent Legal and Tax Advice Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.
Binding Agreement This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns.
Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.
Agreement Binding This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
