Consents and Acknowledgements Clause Examples

The "Consents and Acknowledgements" clause establishes that the parties explicitly agree to certain terms and confirm their understanding of key aspects of the agreement. This clause typically requires parties to provide necessary permissions, approvals, or confirmations, such as acknowledging receipt of information, agreeing to specific actions, or consenting to particular arrangements. Its core practical function is to ensure that all parties are aware of and have formally agreed to important elements of the contract, thereby reducing the risk of future disputes over whether proper consent or understanding was obtained.
Consents and Acknowledgements. It shall use commercially reasonable efforts to obtain consent and acknowledgement agreements from counterparties to Material Agreements that, when added to all Freely Transferrable Material Agreements, in the aggregate account for not less than 85% of the Borrower’s consolidated revenue at the end of each Fiscal Quarter.
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Consents and Acknowledgements. Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan (if any). The acceptance of the Plan (if any) by each of the Consenting Noteholders and each Consenting Lender shall be solicited pursuant to the Disclosure Statement and related ballots in accordance with applicable law, and subject to sections 1125, 1126, and 1127 of the Bankruptcy Code. This Agreement does not constitute, and shall not be deemed to constitute, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other federal, state, or provincial law or regulation.
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Consents and Acknowledgements. The Administrative Agent has received from the Borrower (a) the letter from the Borrower to Franco-Nevada Mining Corporation ("Franco-Nevada") executed by Franco-Nevada whereby Franco-Nevada consents to, among other things, the execution and delivery of the Mortgage and the assignment of the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations and (b) the letter from the Borrower to Will▇▇▇ ▇. ▇▇▇▇▇, ▇▇ir▇▇▇ ▇. ▇▇▇▇▇, ▇▇rt Stoc▇▇▇▇ ▇▇▇estments, Inc. and Moua▇ ▇▇▇kel Mines, Inc. (collectively, the "Mouats") executed by the Mouats pursuant to which the Mouats consent to, among other things, the execution and delivery of the Mortgage and the assignment the Claims (as defined in such letter) by the Borrower to the Administrative Agent pursuant to the Mortgage as security for the Obligations. The Borrower has made all commercially reasonable efforts to obtain Counterparty Notices from all refiners, warehousemen and Specified Assigned Agreement Counterparties (as such term is defined in the Mortgage).
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Consents and Acknowledgements deliver to the Bank, not later than thirty (30) days after the Drawdown Date of the first Advance to be drawn down in respect of a Ship: (a) each Refund Guarantee Assignment Consent and Acknowledgement in respect of each Refund Guarantee for that Ship, each duly executed by the parties thereto; (b) the Contract Assignment Consent and Acknowledgement for that Ship, duly executed by the parties thereto; (c) evidence in form and substance satisfactory to the Bank of the authority of the parties executing the above said acknowledgments; (d) evidence that each Refund Guarantee (including, if required under applicable laws, any letter supplemental to a Refund Guarantee) in respect of that Ship has been duly registered with SAFE; and (e) a legal opinion (at the expense of the Borrowers) issued by the Bank’s special legal advisers on matters of Chinese law in form and substance satisfactory to the Bank;
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Consents and Acknowledgements. Seller shall have obtained and delivered to PRGUSA the written consent of all Lenders under that certain Amended and Restated Credit Agreement dated as of April 1, 1999 (as amended to the date hereof, the "Credit Agreement"), by and among Shareholder, as borrower, and EPS, Seller and certain other affiliates of the Shareholder, as guarantors, and the several lending institutions from time to time party thereto as "Lenders" and Bank of America, N.A. (formerly known as Bank of America National Trust and Savings Association), as administrative agent (in such capacity, the "Agent") to the sale contemplated herein and a release of all liens of Lenders on the Purchased Assets satisfactory to PRGUSA, and such consent shall remain in full force and effect at and as of the Closing. In addition, Seller, Shareholder, EPS Solutions Corp. and InterVoice-Brite, Inc. shall have provided PRGX and PRGUSA with written acknowledgements satisfactory to them and to PRGUSA to the effect that neither Seller, Shareholder and EPS Solutions Corp., on the one hand, nor InterVoice-Brite, Inc., on the other hand, has any claims against the other and that InterVoice-Brite, Inc. waives any claims it has or may have against PRGUSA or PRGX under that certain Warrant No. 1 to purchase 5,000 shares of Common Stock of Seller and, in certain circumstances shares of Common Stock of EPS dated April 14, 1999 ("Warrant") including without limitation any claims under Section 2.06 or Sections 3.04 thereof, to enforce any rights under such Warrant against PRGUSA or PRGX and agrees that its sole remedy under such Warrant shall be against Seller and EPS. Seller shall have delivered to PRGUSA a consent and agreement acceptable to PRGUSA relating to an assignment of Seller's leasehold interest in certain equipment leased to Seller from LaSalle National Leasing Corporation and described on Schedule 4.16 hereof
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Consents and Acknowledgements. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, (a) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Exchange Agreement and the consummation of the Exchange pursuant to the terms thereof; (b) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Revolving Credit Agreement Amendment and the transactions contemplated thereby; (c) the Lenders hereby acknowledge and consent to the execution, delivery and performance of the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment and the transactions contemplated thereby and authorize, direct and instruct the Administrative Agent to enter into the Opco Intercreditor Agreement Amendment and the Holdco Intercreditor Agreement Amendment; and (d) the parties hereto acknowledge that upon the consummation of the Exchange and the other transactions contemplated by the Exchange Agreement and the other New Equity Documents, (i) the Holdings Credit Agreement shall be terminated and of no further effect, and (ii) the Sponsor shall no longer be acting, directly or indirectly, as a sponsor or parent company to Holdings or the Company (it being understood and agreed that SCSF Cantinas is an Affiliate of Sponsor and will become a holder of Capital Stock of Holdings in connection with the Exchange); the parties hereto agree that all references in the Credit Agreement and the other Loan Documents to “Holdings Credit Agreement” and “Sponsor” and other terms referring to such document or such Person shall be disregarded and of no significance.
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Consents and Acknowledgements. (a) The Seller hereby expressly consents to the transfer to the Purchasers of all of the Seller's right, title and interest in, to and under the Seller Note, the Seller Warrants, the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents. (b) The Seller hereby expressly acknowledges that, following the Closing Date, the Purchasers shall have succeeded to all of the Seller's rights under the Securities Purchase Agreement (including, without limitation, all rights under the Seller Note and the Seller Warrants), the Investor Rights Agreement and each of the Security Documents. (c) The Seller hereby expressly acknowledges that, following the Closing Date, each Purchaser shall be deemed for all purposes to be a "Purchaser" under each of the Securities Purchase Agreement, the Investor Rights Agreement and each of the Security Documents and shall have the right to enforce the provisions of each such agreement as if such Purchaser were an original party thereto. (d) The Seller shall use best efforts to obtain from each of the Remaining Holders, as soon as practicable following the Closing, an agreement, for the benefit of the Purchasers, confirming the matters set forth in Sections 1.3(a), 1.3(b) and 1.3(c) above.
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Consents and Acknowledgements 
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Related to Consents and Acknowledgements

  • AUTHORIZATION AND ACKNOWLEDGEMENT I authorize ▇▇▇▇▇ Management to obtain reports from any consumer or criminal record reporting agencies before, during, and after tenancy on matters relating to my Application and Lease with ▇▇▇▇▇ Management and to verify, by all available means, the information in this Application, including criminal background information, income and housing history, and other information reported by any state or federal agency (ex: Social Security Administration). I understand that this authorization cannot be used to obtain any information about me that is not pertinent to my eligibility and continued participation as a qualified applicant or resident.

  • 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. (b) The Executive hereby represents that, except as he has disclosed in writing to the Company, he is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of the Executive’s employment with the Company or to refrain from competing, directly or indirectly, with the business of such previous employer or any other party. (c) The Executive further represents that, to the best of his knowledge, his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement with another party, including without limitation any agreement to keep in confidence proprietary information, knowledge or data the Executive acquired in confidence or in trust prior to his employment with the Company, and that he will not knowingly disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. (d) The Executive acknowledges that he will not be entitled to any consideration or reimbursement of legal fees in connection with execution of this Agreement. (e) The Executive hereby represents and agrees that, during the Restricted Period, if the Executive is offered employment or the opportunity to enter into any business activity, whether as owner, investor, executive, manager, employee, independent consultant, contractor, advisor or otherwise, the Executive will inform the offeror of the existence of Sections 10, 11, 12 and 13 of this Agreement and provide the offeror a copy thereof. The Executive authorizes the Company to provide a copy of the relevant provisions of this Agreement to any of the persons or entities described in this Section 24(e) and to make such persons aware of the Executive’s obligations under this Agreement.

  • Waivers and Acknowledgments (a) Each 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 any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. (b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. (c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder. (d) Each Guarantor acknowledges that the Collateral Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Collateral Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law. (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party. (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange. (ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will hedge its exposure to the Transaction by selling Shares borrowed from third party securities lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with the Transaction may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further registration or other restrictions under the Securities Act of 1933, as amended (the “Securities Act”), in the hands of those securities lenders, irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer. Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers, pledges or loans to Dealer (or an affiliate of Dealer) on or prior to the final Settlement Date will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. (iii) Counterparty agrees and acknowledges that it has reserved and will keep available at all times, free from preemptive or similar rights and free from any lien, charge, claim or other encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the purpose of settlement under the Transaction. (iv) Unless the provisions set forth below under “Private Placement Procedures” are applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any Settlement Date to return to securities lenders to close out open securities loans created by Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities related to Dealer’s exposure under the Transaction. (v) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement of the Transaction, Dealer shall use its good faith efforts to conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18, as if such provisions were applicable to such purchases and any analogous purchases under any Additional Transaction, taking into account any applicable SEC no action letters, as appropriate.

  • 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.