RECITALS AND ACKNOWLEDGEMENTS Sample Clauses

RECITALS AND ACKNOWLEDGEMENTS. As the basis for, and as further consideration for this Agreement, the parties hereto hereby acknowledge and agree as follows:
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RECITALS AND ACKNOWLEDGEMENTS. (a) Contractor acknowledges that the Company is in the business of designing, marketing and distributing technology-based products to help people achieve better health and well-being. These products include medication administration reminders and a web-based patient monitoring system, including but not limited to Health-e-Connect (or “HeC”), intended to help optimize a patient’s health care plan and therapeutic benefit by improving compliance, communication and feedback.
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RECITALS AND ACKNOWLEDGEMENTS. 1.1 BP Exploration & Production Inc. (“BPXP”), Anadarko Petroleum Corporation (“APC”), and Anadarko E&P Company LP (“AEP”) are parties to the “Macondo Prospect Offshore Deepwater Operating Agreement” (the “Operating Agreement”), the “Lease Exchange Agreement,” and the “Ratification and Joinder of Operating Agreement Macondo Prospect,” all with an effective date of October 1, 2009, and related and ancillary agreements (collectively, and including the “Macondo Prospect Well Participation Agreement” dated as of October 1, 2009 to which BPXP and APC are parties, the “Contracts”). BPXP and APC currently own a 75% working interest and 25% working interest, respectively, in and to federal oil and gas lease OCS-G 32306 in block 252 of the Mississippi Canyon protraction area of the Gulf of Mexico (“MC252”), which is commonly called the Macondo Prospect. Although AEP previously owned a 22.5% record title interest in the MC252 lease, AEP assigned that interest to APC, effective April 1, 2010, prior to the Deepwater Horizon Incident. Hereafter, APC and AEP will be collectively referred to as “Anadarko.” Under the Operating Agreement, BPXP serves as Operator of the block and thereafter invoices the other co-owners for their working-interest share of expenditures, costs, and indebtedness relating to activities and operations under the Operating Agreement (“Costs”). BPXP has taken the position that billable Costs under the Operating Agreement include costs related to oil spills, including containment and removal equipment, the cost of control and cleanup, third-party claims, other resulting responsibilities under applicable laws and regulations, and a number of other categories of past and future expenditures related to spills. APC has not reimbursed BPXP for these Costs incurred after the Deepwater Horizon Incident, and has taken the position that the Operating Agreement does not require it to pay these Costs under the circumstances.
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RECITALS AND ACKNOWLEDGEMENTS. 1. Birth Boot Camp and Instructor are parties to a Policies and Procedures Agreement (the “Instructor Agreement"), allowing Instructor the right to use Birth Boot Camp’s resources, training, goodwill and other Confidential and Proprietary Information (defined below);
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RECITALS AND ACKNOWLEDGEMENTS. (a) I acknowledge that the Company is in the business of designing, marketing and distributing technology-based products to help people achieve better health and well-being. These products include medication administration reminders and a web-based patient monitoring system, including but not limited to Health-e-Connect (or HeC”), intended to help optimize a patient’s health care plan and therapeutic benefit by improving compliance, communication and feedback. (b) I acknowledge that the Company wishes to engage my services as an independent contractor to perfom1 as Director, Commercial Strategy and External Affairs (as defined in “Services of Independent Contractor” section. below). (c) I acknowledge that, as a result of my engagement by the Company, I will have access to unique, valuable, and confidential information of the Company including, but not limited to, its methods of operation its marketing techniques and strategies, its pricing, its Suppliers (as defined below), its research and development information, and various forms of information concerning its Customers (as defined below) and their preferences, as well as personal interaction with the Customers, and in some instances, may be the only representative of the Company to personally interact with the Customers. (d) “Suppliers” shall refer to the suppliers from whom the Company purchases the Company’s Products. (e) “Customers” shall refer to the persons or entities to whom the Company sells or distributes or for whom the Company develops its Products, including, but not limited to, system users, clinicians, pharmacies, payer groups, distributors and government entities. (f) “Effective Date” shall refer to the date on which this Agreement “as reached and is effective, February 1, 2013. 2.
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RECITALS AND ACKNOWLEDGEMENTS. 1.1. BP and Transocean are parties in lawsuits in state and federal courts arising out of or related to the Deepwater Horizon Incident, including lawsuits that have been consolidated in the multidistrict litigation pending before Judge Xxxx X. Xxxxxxx in the United States District Court for the Eastern District of Louisiana ("MDL 2179"). BP and Transocean may also be sued, have Claims made against them, or be subject to investigation in future lawsuits, administrative or regulatory proceedings, or government investigations or prosecutions related to and arising out of the Deepwater Horizon Incident. The present and future Claims, administrative or regulatory proceedings, or investigations related to or arising out of the Deepwater Horizon Incident in which BP and Transocean are or become parties or are otherwise involved shall be referred to collectively and individually as "the Litigation."
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RECITALS AND ACKNOWLEDGEMENTS. 1.1 BPXP and Cameron are defendants in lawsuits in state and federal courts arising out of or related to the Deepwater Horizon Incident, including lawsuits that have been consolidated in the multidistrict litigation pending before Judge Xxxx X. Xxxxxxx in the United States District Court for the Eastern District of Louisiana (“MDL 2179”). BPXP and Cameron may also be sued, have Claims made against them, or be subject to investigation in future lawsuits, administrative or regulatory proceedings, or government investigations or prosecutions related to and arising out of the Deepwater Horizon Incident. The present and future Claims, administrative and/or regulatory proceedings, or investigations related to and arising out of the Deepwater Horizon Incident in which BPXP and Cameron are or become parties or are otherwise involved shall be referred to collectively and individually as “the Litigation.”
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Related to RECITALS AND ACKNOWLEDGEMENTS

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Additional Agreements and Acknowledgements of the Purchaser (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares or any Private Placement Warrants (including the securities issuable upon exercise of the Private Placement Warrants) except as may be permitted by the Insider Letter Agreement or any other written agreement subjecting such Securities to any Transfer restrictions (including any Transfer restrictions agreed to as part of a Change in Investment as contemplated by Section 1(e) above). As used in this Agreement, “

  • Agreements and Acknowledgements Regarding Hedging Counterparty understands, acknowledges and agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.

  • Reaffirmations and Acknowledgments Each Guarantor consents to the execution and delivery by the Borrower of this Amendment and jointly and severally ratifies and confirms the terms of its Guaranty with respect to the Debt now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any Debt of the Borrower to the Lenders or any other obligation of the Borrower, or any actions now or hereafter taken by the Lenders with respect to any obligation of the Borrower, its Guaranty (i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranties.

  • Additional Covenants Agreements and Acknowledgements a. [Intentionally Omitted].

  • Waivers and Acknowledgments (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.

  • 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.

  • Certain Covenants and Acknowledgments 8 (a) Transfer Restrictions ..................................... 8 (b)

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