Acknowledgments and Waivers Sample Clauses

Acknowledgments and Waivers. Each Stockholder hereby (i) --------------------------- acknowledges that such Stockholder is familiar with (A) the provisions of the articles of organization of Company fixing the powers, preferences and rights appurtenant to such Stockholder's Subject Shares, (B) the provisions of the Convertible Stock Purchase Agreement, dated August 28, 1997 (the "Preferred Share Purchase Agreement"), among Company and the purchasers of Preferred Shares named therein, (C) the provisions of the Registration Rights Agreement, dated August 28, 1997 (the "Registration Rights Agreement"), among Company and the purchasers of Preferred Shares named therein and (D) the provisions of the Merger Agreement and this Agreement, (ii) consents to the provisions of the Merger Agreement and this Agreement, and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clauses (i)(A), (i)(B) or (i)(C) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived. Without limiting the generality or effect of the foregoing, (i) each Stockholder hereby irrevocably waives any and all claims and causes of action that might otherwise exist with respect to the manner in which the aggregate consideration to holders of capital stock of Company provided for in the Merger Agreement has been allocated pursuant to the Merger Agreement between the holders of Common Shares and the holders of Preferred Shares, and (ii) each Stockholder hereby agrees that such Stockholder will not assert or seek to exercise, at any time prior to the termination of the Merger Agreement pursuant to Section 8.1 thereof, any rights that it might have under the Preferred Share Purchase Agreement, Section 5 of the Statement of Rights and Preferences of Series D Convertible Preferred Stock of Company or the Registration Rights Agreement.

Acknowledgments and Waivers. You acknowledge and agree that: a. You will provide, in a timely manner, such information regarding yourself and any agents or authorized persons and such forms or documentation as may be requested from time to time by the Firm (or other agents) to enable the Firm to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Firm may require to determine whether or not the relevant investment is a “Reportable Account” (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; b. Any such forms or documentation requested by the Firm or its agents pursuant to paragraph (a), or any financial or account information with respect to the your account with the Firm, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Firm; c. You waive, and/or shall cooperate with the Firm to obtain a waiver of, the provisions of any law which: i. prohibit the disclosure by the Firm, or by any of its agents, of the information or documentation requested from you pursuant to paragraph (b); or ii. prohibit the reporting of financial or account information by the Firm or its agents required pursuant to AEOI; or iii. otherwise prevent compliance by the Firm with its obligations under AEOI; d. If you provide information and documentation that is in anyway misleading, or you fail to provide the Firm or your agents with the requested information and documentation necessary in either case to satisfy the Firm’s obligations under AEOI, the Firm reserves the right (whether or not such action or inaction leads to compliance failures by the Firm, or a risk of the Firm being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Firm) (together, “costs”) under AEOI): i. to take any action and/or pursue all remedies at its disposal including, without limitation, suspension or termination of the Account; and ii. to suspend any Transactions or to deduct from the Client’s Account any costs caused (directly or indirectly) by the Client’s action or inaction; and e. You shall have no claim against the Firm, or its agents, f...

Acknowledgments and Waivers. Each member of the Borrower Group hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted pursuant to the Common Agreement and the Security Documents referred to therein, for the benefit of the Lenders, as collateral security for the Senior Indebtedness, and acknowledges that all of such Liens and security interests, and all collateral pledged as security for the Senior Indebtedness, continue to be and remain collateral for the Senior Indebtedness from and after the Effective Date, respectively.

Acknowledgments and Waivers. ‌ 6.4.5.1 Except as otherwise provided in Section 6.4.2 and/or Section 6.8, the Parties specifically intend by Section 6.4.3 to delegate to Design-Build Contractor the obligation to perform all responsibilities with respect to identification of Utilities, including underground public utility facilities, and to allocate to Design-Build Contractor all risk of increased costs and time of the Utility Adjustment Work assigned to Design-Build Contractor as part of the Work hereunder resulting from inaccuracies in the reputed locations of such facilities (and in any other relevant information with respect to such facilities. 6.4.5.2 Design-Build Contractor acknowledges that prior to the Proposal Date, Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owner Duke Energy, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information, and that such investigations constituted the basis for establishing its Price Proposal. 6.4.5.3 Design-Build Contractor acknowledges that prior to the submittal or Design-Build Contractor’s Utility Conflict Matrix (including updates to the Design-Build Contractor’s Utility Conflict Matrix to the extent allowed under this Section 6.4), Design-Build Contractor had ample opportunity to analyze the Utility Information provided by IFA, to contact and inquire of Utility Owners, and to perform such additional investigations as Design-Build Contractor deems appropriate to verify and supplement such information. 6.4.5.4 Design-Build Contractor further acknowledges and agrees that the acknowledgements, waivers, and agreements set forth in Section 6.4.3 and this Section 6.4.55 extend to and include any rights which Design-Build Contractor might otherwise claim under IFA’s Right of Way Policies and Procedures Manual.‌

Acknowledgments and Waivers. The Purchaser shall have received from each of the Identified Creditors and each of the creditors of the Seller set forth on Schedule 6.12, an executed acknowledgment and waiver (in form and substance acceptable to the Purchaser), pursuant to which each such creditor (a) consents to the Transactions, (b) agrees that the Transactions do not constitute a fraudulent transfer, and (c) waives any claim that it might have arising from a fraudulent transfer of the Assets, and each such acknowledgment and waiver shall be in full force and effect.

Acknowledgments and Waivers. (a) The Borrower acknowledges and confirms that, as of April 30, 2002, the outstanding principal balance of Revolving Loans was no less than $1,275,303, the outstanding principal balance of the Equipment Loan was no ---------- less than $5,858, and the outstanding principal balance of the Term Loan ------ was no less than $ 160,000 (collectively, the "OUTSTANDING --------- PRINCIPAL"), together with $ 13,626 accrued and unpaid interest on the -------- Outstanding Principal (the "OUTSTANDING INTEREST") and all costs, fees and expenses incurred under the Credit Agreement (the "OUTSTANDING FEES" and, together with the Outstanding Principal and the Outstanding Interest, the "CURRENT OUTSTANDING INDEBTEDNESS"). Borrower agrees that it owes the Current OutstandingIndebtedness free of any offset, defense or counterclaim and agrees that it will not assert any set off, defense or counterclaim to the Current Outstanding Indebtedness. In addition, the Borrower acknowledges that it remains liable for (i) all interest on the Outstanding Principal accruing from and after the date hereof (the "CONTINUING INTEREST") and (ii) all costs, fees and expenses incurred from and after the date hereof, in each case, pursuant to the Credit Agreement (the "CONTINUING FEES" and, together with the Current Outstanding Indebtedness and the Continuing Interest, the "OUTSTANDING INDEBTEDNESS"). The Borrower acknowledges and affirms its obligations under the Credit Agreement and any other related document executed in connection therewith.

Acknowledgments and Waivers. The parties each acknowledge their joint intention that this Agreement shall be effective as a full and final accord and satisfaction, and settlement of, and as a bar to, each and every of the BSLT Claims and the PLSI Claims (the "Claims") which each of the BSLT Releasors or the PLSI Releasors (the "Releasing Parties") now has or has had in the past, or might have in the future against any of the BSLT Releasees and the PSLI Releasees (the "Releasing Parties"). In connection with such waiver and relinquishment, on behalf of each other, the parties acknowledge that they or their attorneys now know or believe to be true with respect to the subject matters of this Agreement, but that it is their intention that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts. Therefore, they severally acknowledge that they have been informed by their attorneys of, and that they are familiar with, Section 1542 of the CIVIL CODE of the State of California, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The parties, on behalf of themselves, and each other, hereby waive and relinquish all rights and benefits they have or might have under Section 1542 of the CIVIL CODE of the State of California, to the full extent that they may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement.

Acknowledgments and Waivers. Each Shareholder hereby (i) acknowledges that such Shareholder is familiar with the provisions of the articles of incorporation of Company fixing the powers, preferences and rights appurtenant to such Shareholder's Subject Shares, (ii) consents to the provisions of the Merger Agreement and (iii) agrees that if and to the extent that the provisions of the Merger Agreement or this Agreement conflict with or are inconsistent with any of the provisions of the instruments referred to in clause (i) of this sentence, the provisions of the Merger Agreement and of this Agreement shall control and any and all such conflicts or inconsistencies (and any and all claims and causes of action that might otherwise exist with respect thereto) are hereby irrevocably waived.

Acknowledgments and Waivers. Each member of the Borrower Group hereby ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted to the Collateral Agent pursuant to the Security Documents, for the benefit of the Lenders, as collateral security for the Obligations, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continues to be and remain collateral for the Obligations from and after the date hereof.