Other Acknowledgments and Agreements Sample Clauses

Other Acknowledgments and Agreements. Tenant acknowledges and agrees that: (a) the Lease will be assigned to Lender under the Security Instrument; (b) upon and after Lenders written request and written notice that an event of default has occurred under any of the Loan Documents, Tenant will (and Borrower authorizes Tenant to) pay all rent and other amounts due and owing to Borrower under the Lease directly to Lender; (c) Lender has no obligation to Tenant regarding Borrowers application of the proceeds of the Loan; (d) Tenant shall at the request of Lender certify promptly in writing to Lender and any proposed assignee of the Loan whether or not any default on the part of Borrower then exists under the Lease; (e) notwithstanding Section 1 above, Lender may in its sole discretion at any time record (or otherwise provide in accordance with applicable law) notice that it elects the Security Instrument to become subordinate to the Lease, which recorded or other notice need only be executed by Lender; and upon such recording (or the giving of such other notice), the Security Instrument shall be subordinate to the Lease; and (f) if Lender becomes the Successor Landlord, Lender shell have no liability to Tenant with respect to the Lease after Lender no longer has any ownership interest in the Property.
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Other Acknowledgments and Agreements. Employee further agrees not to disclose, reproduce, download or use any Confidential Information without the express prior written approval of Company, except as would be required in the normal course and scope of performing Employee's job duties for Company. At such time that Employee ceases to be employed by Company, Employee agrees to immediately turn over to Company all information, including papers, documents, writings, computer files and all copies thereof, and any other property such as keys, computer software, hardware and equipment provided to or prepared by Employee during the course and scope of his/her employment with Company. Further, Employee shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about Company, any of its subsidiaries or affiliates, or any of such entities' officers, employees, shareholders, agents or representatives that are slanderous, libelous, or defamatory; or that disclose private or confidential information about Company, any of its subsidiaries or affiliates, or any of such entities' business affairs, officers, employees, shareholders, agents, or representatives; or that constitute an intrusion into the seclusion or private lives of Company, any of its subsidiaries or affiliates, or such entities' officers, employees, shareholders, agents, or representatives; or that place Company or any of its subsidiaries or affiliates, or any of such entities' or its officers, employees, shareholders, agents, or representatives in a false light before the public; or that constitute a misappropriation of the name or likeness of Company, any of its subsidiaries or affiliates, or any of such entities' or its officers, employees, shareholders, agents, or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded the Company entities and affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.
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Other Acknowledgments and Agreements. Carrier hereby acknowledges and agrees: a. While this Agreement is intended to be exclusive between Carrier and Petro with respect to the Stopping Centers as defined on Schedule A as may be amended from time to time, Carrier acknowledges that Petro may enter into agreements and grant similar rights with respect to other Petro travel plaza stopping center facilities from time to time. b. That Carrier shall not purport or claim to anyone at any time that Carrier is an employee or agent of Petro or that Carrier and Petro have any agreement or understanding whatsoever aside from this Agreement. c. In the event that the expenses incurred by Carrier in connection with the Delivery Services herein contemplated include the cost of delivery to other third parties, Carrier shall, at the time of each semi-annual review and reconciliation as described in Paragraph 4 above, provide to Petro an accounting of the gross revenue derived therefrom and the related expenses. In such event, the semi-annual review and reconciliation shall include a calculation of the net proceeds from such third party deliveries (gross proceeds, less actual related expenses) and Petro shall be entitled to fifty percent (50%) of such net proceeds. Any net proceeds payable by Carrier to Petro shall be paid in cash within fifteen (15) days after completion of such review and reconciliation.
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Other Acknowledgments and Agreements. (a) The Sellers acknowledge their obligations to make cash payments to such persons, in such amounts, at such times and subject to the conditions as set forth on Exhibit A (the “Individual Payments”), as agreed by the Sellers and such persons in connection with the Acquisition; provided, however, the Sellers are not required to make the Individual Payments indicated as payments #2 and #3 on Exhibit A (i) to any person who is not on the specified payment date an employee of, or otherwise providing services to, ATRM, the Purchasers or an affiliate thereof or (ii) at such time as the Purchasers are not current in their obligation to pay the Monthly Payments (provided that at such time as the Purchasers become current in their obligations to make the Monthly Payments, any Individual Payments that were not made solely as a result of a failure to satisfy condition “(ii)” under this sentence will be made by the Sellers promptly thereafter). The Sellers agree that if they do not pay the full amount of any Individual Payment otherwise required to be paid within ten (10) Business Days after its due date as set forth on Exhibit A, the Purchasers shall be permitted to pay the unpaid portion of such Individual Payment, in whole or in part, on behalf of the Sellers, and to deduct from the Monthly Payments due to the Sellers (x) the amount of the payment properly made by the Purchasers under this Section 2(a) plus (y) any withholding tax which Sellers are obligated to pay in connection with any payment made by the Purchasers under this Section 2(a) (which withholding shall promptly be paid to the appropriate taxing authorities by Purchasers on behalf of Sellers); provided prior to making any such payment Purchasers must give Sellers five (5) days’ written notice of its intention to do so and thereafter only make such payment if Sellers fail to make the required Individual Payment. 4974301-1 (b) The Sellers acknowledge that the Purchasers are granting a security interest on their assets to Premier and have previously granted a security interest on their assets to Sellers, and that the Sellers are entering into the Subordination Agreement with Premier. The Sellers acknowledge that the Purchasers may in the future grant a security interest to a lender replacing Premier in connection with providing a replacement working capital facility, and the Sellers agree to negotiate in good faith with any subsequent replacement lender selected by the Purchasers, if any, with respect to...
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Other Acknowledgments and Agreements. 3.1 Submitting Party represents and warrants that it has the right to provide the Submitting Party Information to the Straumann Entities, and it is the owner of all right title and interest in and to the Submitting Party Information. Submitting Party acknowledges that this Agreement does not grant or convey to Submitting Party any right, title, or interest in any intellectual property of the Straumann Entities. 3.2 This Agreement is the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified except in a writing manually signed by each of the parties. 3.3 This Agreement shall expire one year from the effective date. 3.4 This Agreement and all disputes including those concerning any statue of limitations, set-off claims, tort claims and interest claims, shall be governed by the laws of Switzerland, excluding its conflict of laws rules. 3.5 All disputes arising out of or in connection with this Agreement shall be exclusively resolved by the ordinary courts at BASEL-STADT. 3.6 This Agreement may be executed by facsimile signature page. This Agreement may be executed in one or more counterparts each of which together shall constitute one original. This agreement may be executed on behalf of Institut Straumann AG by an authorized representative of a Straumann affiliate entity such as Straumann USA, LLC. This Agreement will not be binding upon either party unless and until both parties (or an authorized representative for each party) shall have signed the Agreement.
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Other Acknowledgments and Agreements. (a) Mercury acknowledges and agrees that, as of each individual Assigned Merchant Agreement’s respective Conversion Date, each Assigned Merchant Agreement and related Merchant shall be processed in accordance with the terms of the Mercury Processing Agreement. Moreover, each party hereby acknowledges and agrees that, as of each individual Assigned Merchant Agreement’s respective Conversion Date, the Mercury Processing Agreement shall govern (i) the allocation of ownership in an Assigned Merchant Agreement, and (ii) all liability for risk of loss associated with each Assigned Merchant Agreement and related Merchant. (b) Mercury and Global shall develop a notice, which shall be submitted to Xxxxx for approval and such approval shall not be unreasonably withheld or delayed, and prior to the Conversion Date, Mercury shall notify each Merchant of the assignment of its Assigned Merchant Agreement. Such notices shall be provided to each Merchant at the sole expense of Mercury. (c) The parties will reasonably cooperate in providing information related to the Merchants, including but not limited to Assigned Merchant Agreements and applications, in their possession when requested by the Card Organizations or by law enforcement or regulatory authorities. (d) Upon Mercury’s request from time to time, Global will provide to Mercury information or documents in Global’s possession related to Merchants or Assigned Merchant Agreements. (e) Xxxxx hereby acknowledges and consents to the assignment by Global and the assumption by Mercury as set forth in this Agreement.
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Related to Other Acknowledgments and Agreements

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

  • Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following: I. Any type of default that has been recorded against the Property; II. Any type of financial delinquency which used the Property as security; III. Any type of bankruptcy or insolvency involving the Seller or affecting the Property; and IV. Any type of mediation, arbitration, litigation, or any proceeding where an institution, public or private, has action pending against the Property which includes the Seller’s ability to sell the Property. Xxxxxx agrees to notify the Agency immediately if any of the aforementioned issues should arise during the Listing Period.

  • Acknowledgments and Affirmations (a) Executive affirms that Executive has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Executive may be entitled for all hours worked during Executive’s term of employment with the Company. Executive affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Executive affirms that all of the Company’s decisions regarding the pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law. (b) Executive affirms that Executive has no known workplace injuries or occupational diseases. (c) Executive affirms that Executive has not divulged any proprietary or confidential information of the Company or any of its affiliates and will continue to maintain the confidentiality of such information consistent with the Company’s policies, the Employment Agreement, and/or common law. (d) Executive affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud. (e) Executive affirms that Executive does not have any current charge, claim, or lawsuit against one or more of the Released Persons pending before any local, state, or federal agency or court regarding Executive’s employment and the termination of Executive’s employment. Executive understands that nothing in this Agreement prevents Executive from filing a charge or complaint or from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other federal, state, or local agency charged with the enforcement of any employment or labor laws, although by signing this Agreement, Executive is giving up any right to monetary recovery that is based on any of the claims Executive has released. Executive also understands that if Executive files such a charge or complaint, Executive has, as part of this Agreement, waived Executive’s right to receive any remuneration beyond what Executive receives pursuant to the Employment Agreement. (f) Executive affirms that at the time of considering or executing this Agreement, Executive was not affected or impaired by illness, use of alcohol, drugs, or other substances or otherwise impaired. Executive is competent to execute this Agreement and knowingly and voluntarily waives any and all claims Executive may have against the Released Persons. Executive certifies that Executive is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings that would impair Executive’s right or ability to waive all claims Executive may have against the Released Persons.

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will be brought into frequent contact with existing and potential customers of the Group Companies throughout the world. Executive also agrees that trade secrets and confidential information of the Group Companies, more fully described in subparagraph 8(f), gained by Executive during Executive’s association with the Group Companies, have been developed by each Group Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Group Companies. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Businesses that Executive not compete with the Businesses during Executive’s employment with the Company and not compete with the Businesses for a reasonable period thereafter, as further provided in the following subparagraphs.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.