Lender Acknowledgements Sample Clauses

Lender Acknowledgements. 54 9.19 Releases of Liens.............................................. 54 9.20 Confidentiality................................................ 55 9.21
Sample 1Sample 2
AutoNDA by SimpleDocs
Lender Acknowledgements. Each Lender hereby acknowledges that it will not have any recourse to the stock or assets of the Parent or any other Restricted Subsidiary (other than any Pledgor).
Sample 1Sample 2
Lender Acknowledgements. Lender acknowledges and agrees that (i) notwithstanding anything contained in this Agreement, the Lender Warrant, the Existing Convertible Notes or the August Agreement and Amendment to the contrary, the Company shall not issue, upon exercise of the Lender Warrant, an aggregate number of shares of Common Stock which, when aggregated with any other shares of Common Stock issued to the Lender (or any affiliate of the Lender) after the date of the August Agreement and Amendment as Fee Shares (as defined in the Existing Convertible Notes), upon prior conversion after the date of the August Agreement and Amendment of any of the Convertible Notes (as defined below), in payment after the date of the August Agreement and Amendment of demand rights under the Consent Fee Note or upon prior exercise of the Lender Warrant would exceed 19.99% of the Company's issued and outstanding shares of Common Stock as of the date of the August Agreement and Amendment, if such issuance would be in violation of applicable Nasdaq Global Market rules, (ii) to its actual knowledge, without inquiry, as of the date hereof no Event of Default has occurred and is continuing under the Existing Convertible Notes or Consent Fee Note, and (iii) provided that the Company delivers the Cash Payment and Lender Warrant on or before November 3, 2011, an Event of Default will not have occurred under the Existing Convertible Notes or the Consent Fee Note as a result of the failure of the Company to pay the Accreted Principal Amount (as defined in the Existing Convertible Notes) or, if less, the outstanding principal amount of the Existing Convertible Notes, together with all accrued and unpaid interest on the principal amount being repaid, to the Lender on or before October 31, 2011.
Sample 1
Lender Acknowledgements. This Agreement and all other Loan Documents are subject to the Applicable Gaming Laws. Lender acknowledges and understands that (a) it is subject to being called forward by applicable Gaming Authorities, in their discretion, for licensing or a finding of suitability as a lender to a gaming licensee; (b) all rights, remedies and powers in or under this Agreement and the other Loan Documents with respect to the Collateral (including the Stock Pledges) and the ownership and disposition of Gaming Equipment may be exercised only to the extent that the exercise thereof does not violate any mandatory provision of such Applicable Gaming Laws; and (c) all provisions of this Agreement and the other Loan Documents relative to Collateral (including the Stock Pledges) and the ownership and disposition of Gaming Equipment are intended to be subject to Applicable Gaming Laws and to be limited solely to the extent necessary to avoid rendering the provisions of this Agreement and the other Loan Documents invalid or unenforceable, in whole or in part.
Sample 1
Lender Acknowledgements. Each Member hereby acknowledges and agrees that the Company may, at any time, without further notice to or consent from a Member (except to the extent otherwise provided in this Agreement), grant security over and, in connection therewith, transfer its right to draw down Capital Commitments from the Member pursuant to, and in accordance with the terms and conditions of, such Member’s Subscription Agreement, and the Company’s right to receive the purchase price for Common Units thereunder to lenders or other creditors or holders of other obligations or guarantees of the Company, in connection with any indebtedness, guarantee or surety of the Company (such right of the Company with respect to the Subscriber, collectively, the “Assigned Rights”); provided that, for the avoidance of doubt, any such grantee’s right to draw down capital shall be subject to the limitations on the Company’s right to draw down capital pursuant to the applicable Subscription Agreement.
Sample 1
Lender Acknowledgements. Lender acknowledges and agrees that notwithstanding anything contained in this Agreement, the Lender Warrant (as defined in the November Agreement and Amendment), the Convertible Notes (as defined in the November Agreement and Amendment), the November Agreement and Amendment or the August Agreement and Amendment to the contrary, the Company shall not issue, in satisfaction of a payment demand made under the Consent Fee Note, an aggregate number of shares of Common Stock which, when aggregated with any other shares of Common Stock issued to the Lender (or any affiliate of the Lender) after the date of the August Agreement and Amendment as Fee Shares (as defined in the Convertible Notes), upon prior conversion after the date of the August Agreement and Amendment of any of the Convertible Notes, or upon prior exercise of the Lender Warrant would exceed 19.99% of the Company's issued and outstanding shares of Common Stock as of the date of the August Agreement and Amendment, if such issuance would be in violation of applicable Nasdaq Global Market rules.
Sample 1
Lender Acknowledgements. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding, each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:
Sample 1
AutoNDA by SimpleDocs
Lender Acknowledgements a) The Lender acknowledges, as of the Effective Date of this Term Loan Agreement, that all obligations under the Euoko Term Loan and the HVPS Term Loan have been fulfilled and that no further obligations exist. For further clarification, all future introduction fees and royalty fees, as of the Effective Date of this Term Loan Agreement, under the Euoko Term Loan and the HVPS Term Loan now forms part of the royalty fee as negotiated under paragraph (1)(f)(i).
Sample 1
Lender Acknowledgements. Each Lender party hereto acknowledges and agrees as follows:
Sample 1

Related to Lender Acknowledgements

  • Your Acknowledgements You acknowledge and agree that:

  • Trust Account Waiver Acknowledgments The Company hereby agrees that it will use its reasonable best efforts prior to commencing its due diligence investigation of any prospective Target Business or obtaining the services of any vendor to have such Target Business and/or vendor acknowledge in writing whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Account, initially in an amount of $200,000,000 (without giving effect to any exercise of the Over-allotment Option) for the benefit of the Public Stockholders and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only (i) to the Public Stockholders in the event they elect to redeem shares of Common Stock contained in the Public Securities in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents, or (iii) to the Company after or concurrently with the consummation of a Business Combination and (b) for and in consideration of the Company (i) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (ii) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached hereto as Exhibits A and B respectively. The Company may forego obtaining such waivers only if the Company shall have received the approval of its Chief Executive Officer and the approving vote of at least a majority of its Board of Directors.

  • Trust Account Waiver Acknowledgment The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders. If a prospective target business or vendors, service providers or third party were to refuse to enter into such a waiver, management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial than any alternative.

  • Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following:

  • Trust Fund Waiver Acknowledgment The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire (each a “Target Business”) or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund for the benefit of the holders of the Class B Common Stock and that the Company may disburse monies from the Trust Fund only (i) to the holders of the Class B Common Stock that elect to convert their shares of Class B Common Stock (as described below in Section 8.7), (ii) to the holders of the Class B Common Stock in the event that the Company does not effect a Business Combination within 15 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the prospectus) or (iii) to the Company after it consummates a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

  • ACKNOWLEDGEMENT AND CONFIRMATION Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

  • Risk Acknowledgement The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.

  • Acknowledgements The Borrower hereby acknowledges that:

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

Time is Money Join Law Insider Premium to draft better contracts faster.