Acknowledgments and Representations Clause Samples

Acknowledgments and Representations. The Guarantor acknowledges and represents to the Administrative Agent and each Bank that it is receiving direct and indirect financial and other benefits as a result of this Article IV; represents to the Administrative Agent and each Bank that after giving effect to this Article IV and the contingent obligations evidenced hereby it is, and will be, Solvent; acknowledges that it will derive substantial direct and indirect benefit from the transactions contemplated by this Agreement; acknowledges that its liability hereunder shall be cumulative and in addition to any other liability or obligation to the Administrative Agent and each Bank, whether the same is incurred through the execution of a note, a similar guaranty, through endorsement, or otherwise; acknowledges that neither the Administrative Agent, any Bank nor any officer, employee, agent, attorney or other representative of any of them has made any representation, warranty or statement to the Guarantor to induce it to execute this Agreement; and acknowledges that it has made its own credit analysis and decision to enter into this Agreement and undertake the guaranty set forth in this Article IV.

Acknowledgments and Representations. The Employee hereby represents and acknowledges that: (a) no promises of any special treatment or provision have been made by any person to the Employee; (b) nothing in this Agreement shall be construed to limit or prevent the Employer, the Corporation or any Affiliate from reducing, discontinuing, terminating or amending any benefit plans or programs in any manner permitted by law.

Acknowledgments and Representations. The Borrower acknowledges and represents that: (i) except as specifically modified hereby, all terms, covenants, conditions and other provisions (including, but not limited to warrants of attorney for confession of judgment against any Borrower) of the Loan Agreement, all other Loan Documents and any Swap Agreements executed by all or any of them in connection with the Loan Documents are hereby ratified and reaffirmed and continue in full force and effect as of the date hereof as if restated herein in their entirety without any defense, counterclaim, right or claim of set-off; (ii) after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred; (iii) all representations and warranties contained in the Loan Documents are true and correct as of this date; (iv) all necessary action to authorize the execution and delivery of this Agreement has been taken; and (v) this Agreement is a modification of an existing obligation and is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral under the Loan Agreement, the Notes or any other Loan Document.

Acknowledgments and Representations. SBMS and AGENT acknowledge that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonably necessary to maintain SBMS' high standards for CRS and other Services, thereby to protect and preserve the goodwill of SBMS' CRS, Services and its Marks. AGENT has read and understands the obligations imposed by the FCC upon CRS licensees and their duties to SBMS as specified in Section 22.9l2 of the FCC's cellular rules. AGENT acknowledges that SBMS' ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. SBMS makes no representation concerning whether said licenses, certificates, and permits will continue to be valid. AGENT agrees that if SBMS is prohibited from, or otherwise ceases selling an Authorized Service in the Area, SBMS may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS and any other Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of SBMS involves business risks and the AGENT'S success in such business will depend primarily upon its abilities and efforts. SBMS expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with SBMS and acknowledges that it has no knowledge of any representations relating to its agency relationship with SBMS by an officer, employee or agent of SBMS that are contrary to the terms herein. AGENT represents to SBMS, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to SBMS in its application for appointment as a nonexclusive, Authorized Agent of SBMS or in any other manner. AGENT and SBMS mutually agree that they shall not have any liability to the other for any lost profits, consequential, or special damages even if advised of the possibility of such damages.

Acknowledgments and Representations. (a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Typhoon will be using and relying upon data, material and other information furnished by the Company, its employees and representatives (the "Information"). The Company hereby agrees and represents that all Information furnished to Typhoon in connection with this Agreement shall be accurate and complete in all material respects at the time furnished, and that if such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of Typhoon's engagement hereunder, the Company shall so advise Typhoon in writing and correct any such inaccuracy or omission. Typhoon assumes no responsibility for the accuracy and completeness of such Information. In rendering its services hereunder, Typhoon shall be entitled to use and rely upon the Information without independent verification thereof. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Typhoon without restriction or breach of any confidentiality agreement, will be held by Typhoon in confidence and will not be disclosed to anyone other than Typhoon's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, neither Typhoon nor any officer, director or agent thereof shall be liable to the Company, its affiliates or its creditors for errors of judgment or anything except bad faith or gross negligence in the performance of its duties under the terms of this Agreement. (c) The Company acknowledges that Typhoon has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Typhoon is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Typhoon, Typhoon's affiliates or their respective directors, officers, agents and employees. (d) The Company represents and warrants to Typhoon that it will not cause, or knowingly permit (a) any action to be taken which violates or (b) a failure to act, the effect of which violates, any federal or state securities law. (e) Typhoon acknowledges that it has been retained solely as an advisor to the Company and...

Acknowledgments and Representations. Did you receive a copy of our Disclosure Document (and all exhibits and attachments) at least (a) 14 calendar days prior to signing the Franchise Agreement; or (b) if you are a resident of Maryland, New York, or Rhode Island, at the earlier of the first personal meeting or 10 business days before the execution of the Franchise Agreement (or other agreement) or payment of any consideration; or (c) if you are a resident of Michigan, Oregon, Washington or Wisconsin, at the earlier of 10 business days before the execution of any binding agreement or payment of any consideration? Check one: þ Yes o No. If no, please comment:

Acknowledgments and Representations. (a) The Company recognizes and confirms that in performing its duties pursuant to this Agreement, Media 1 will be using and relying upon data, material and other information furnished by the Company, its employees and representatives (the "Information"). The Company hereby agrees and represents that all Information furnished to Media 1 in connection with this Agreement shall be materially accurate and complete at the time furnished, and that if the Company is aware that such Information, in whole or part, becomes materially inaccurate, misleading or incomplete during the term of Media 1's engagement hereunder, the Company shall so advise Media 1 and Media 1 shall correct any such inaccuracy or omission. To the extent consistent with legal requirements, all Information, unless publicly available or otherwise available to Media 1 without restriction or breach of any confidentiality agreement, will be held by Media 1 in confidence and will not be disclosed to anyone other than Media 1's agents and advisors without the Company's prior written approval or used for any purpose other than those referred to in this Agreement. (b) The Company understands and agrees that in furnishing the Company with advice and other services as provided in this Agreement, Media 1 and its officers, directors and agents shall be liable to the Company, its affiliates or its creditors as provided herein. (c) The Company acknowledges that Media 1 has been retained solely as an advisor to the Company, and not as an advisor to or agent of any other person, and that the Company's engagement of Media 1 is not intended to confer rights upon any persons not a party hereto (including shareholders, employees or creditors of the Company) as against Media 1, Media 1's affiliates or their respective directors, officers, agents and employees.

Acknowledgments and Representations. Executive acknowledges that the Company’s business is conducted worldwide and agrees that the time periods referred to in Section 5.1 are reasonable and valid in duration and scope and in all other respects in light of the nature and extent of the business conducted by the Company. Executive also represents that his experience and capabilities are such that the enforcement of the foregoing covenants will not prevent Executive from working in his occupation, from earning a livelihood, and acknowledges that it would cause the Company serious and irreparable injury and cost if Executive were to use the Company’s knowledge in competition with the Company or otherwise breach the obligations contained in this Agreement. Executive acknowledges that this Agreement shall be given full force and effect whether Executive’s employment is terminated voluntarily or involuntarily, and/or with or without Cause or Good Reason. Executive hereby acknowledges that he has been advised to consult with an attorney before executing this Agreement and that he has done so or, after careful reading and consideration, he has chosen not to do so of his own volition.

Acknowledgments and Representations. Guarantor acknowledges and represents that the Guaranty and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no Event of Default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of the Effective Date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.