Agreements and Acknowledgments Clause Samples

Agreements and Acknowledgments. Regarding Hedging Activities: Applicable.

Agreements and Acknowledgments. (a) Each Credit Party acknowledges that the recitals set forth above are true and correct in all respects and admits that the occurrence of the Acknowledged Events of Default have resulted in, or shall, if and when they occur, result in, Events of Default under the Credit Agreement.

Agreements and Acknowledgments. Non-Reliance: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Agreements and Acknowledgments. Equitable Relief 8 3.2 Remedies for Other Defaults 10 ARTICLE 4. REPRESENTATIONS 10

Agreements and Acknowledgments agree that my decision to accept or reject the Offer to Amend with respect to all of my eligible options is entirely voluntary and is subject to the terms and conditions of the Offer to Amend.

Agreements and Acknowledgments. (a) You agree and acknowledge that the Company may publicly disclose this Agreement and the terms hereof in its filings with the U.S. Securities and Exchange Commission (the “SEC”), the Canadian Securities Administrators (the “CSA”), the Cboe Canada stock exchange and as otherwise may be deemed necessary or appropriate by the Company to comply with applicable securities and other laws, including, without limitation, in a Current Report on Form 8-K filed with the SEC, in a Material Change Report filed with the CSA in Canada and as may be incorporated by reference in registration statements, periodic reports and other filings with the SEC, the CSA, stock exchanges and other regulatory authorities. (b) You agree and acknowledge that you do not disagree with the Company or its independent auditor regarding any matter related to the Company’s financial statements, accounting principles or practices or internal controls over financial reporting. (c) In exchange for the Severance Pay, in addition to, and not in lieu of, your obligations under the Employment Agreement, the Company’s Business Protection Agreement with you and all other policies, guidelines and procedures that governed your employment with the Company, you agree that you shall not make any statements that are maliciously untrue, such that they are made with knowledge of their falsity or with reckless disregard for their truth or falsity about the Company, its business practices, officers, employees, directors, shareholders, managers, and supervisors. (d) Nothing in this ‎Section 8 shall restrict your right to participate in protected concerted ‎‎‎activity ‎under the ‎National Labor Relations Act, file an unfair labor practice (ULP) charge with ‎‎‎the ‎National Labor ‎Relations Board, assist others in filing a ULP charge, or otherwise cooperate ‎‎‎with ‎the National ‎Labor Relations Board’s investigative process. Moreover, nothing in this Section 8 is intended to limit your right to report a good faith allegation of an unlawful employment practice or criminal conduct to a government agency; participate in any appropriate governmental agency’s enforcement of unlawful employment practices law; make truthful statements or disclosures required by law, regulation, or legal process; and request or receive confidential legal advice.

Agreements and Acknowledgments. Equitable Relief 10

Agreements and Acknowledgments. SCDOT and the Association acknowledge and mutually agree as follows: (a) The Southern Connector has achieved Substantial Completion and Final Completion as contemplated by Section 3.8 of the Original License Agreement. The parties agree that Substantial Completion of the Southern Connector was achieved on July 22, 2001. The parties agree that the S.C. 153 Project has been completed and that the Association will have no further obligation under the License Agreement in respect of S.C. 153. (b) The intention of the parties with respect to this First Amendment is to provide under the License Agreement that: (i) the Association shall be obligated under the License Agreement to make deposits of available Toll Revenues with the Trustee for the Association’s Bonds, and the Trustee shall apply the Toll Revenues periodically based on the uses and priority set forth in Exhibit 5 of the License Agreement and in the Master Trust Indenture (including periodically to the Renewal and Replacement Fund), in each case as further set forth herein and therein; (ii) SCDOT shall be responsible for payment and performance of all maintenance, repair, renewal, and replacement of the Southern Connector interstate highway in the same manner and to the same extent as it is responsible for maintenance, repair, renewal, and replacement of the rest of the interstate highways in the State Highway System in accordance with all applicable laws, rules, regulations, standards, policies and practices, and the Association shall not be responsible for any Highway Maintenance or Highway Maintenance Costs; (iii) the Association shall be responsible for performance of the Toll Facilities Maintenance and payment of the Toll Facilities Maintenance Costs, but solely as an Operating Cost from the available Toll Revenues; (iv) other than its general obligation to make deposits of Toll Revenues with the Trustee as specified in clause (i) above and its specified obligations under clause (iii) above, the Association shall not be obligated to pay or provide any funds or have any obligation or liability whatsoever for maintenance, repair, renewal, and replacement of the Southern Connector, which shall be SCDOT’s responsibility as set forth in clause (ii); (v) no License Fees are payable under the License Agreement; (vi) the Association shall remain responsible for paying all Operating Costs of the Southern Connector, but only from Toll Revenues available for such purpose hereunder; (vii) toll rates will be ...

Agreements and Acknowledgments. (i) The undersigned acknowledges that he or she has received a copy of the Prospectus. This Agreement creates a legally binding obligation and the undersigned agrees to be bound by the terms of this Agreement. (ii) The undersigned acknowledges that the Company has valuable net operating loss (“NOL”) carry-forwards, the use of which would be limited if the Company were to experience an “ownership change” under Section 382 of the Internal Revenue Code as a result of the transfer of the shares of common stock issuable hereunder, and, accordingly, the undersigned further acknowledges that any prospective transferee of the shares will be required to provide the Company’s transfer agent with a representation letter substantially in the form attached hereto as Exhibit B and each of the stock certificates issued in connection with this offering will contain a legend to ensure that a prospective transferee is aware of this requirement. In addition, the undersigned acknowledges that, contemporaneously with the execution and delivery of this Agreement, the undersigned will execute and deliver a letter agreement, substantially in the form attached hereto as Exhibit A, pursuant to which, among other things, until the third anniversary of the closing of the offering, the undersigned will agree to consult with the Company at least 10 days prior to any proposed purchase or sale of shares regarding the potential adverse tax impact that the purchase or sale could have on the NOLs and, if requested by the Company, to provide to the other party to the proposed purchase or sale any disclosure prepared by the Company describing the potential adverse tax impact. The undersigned further acknowledges that any attempted transfer in violation of the notice requirement set forth herein and otherwise acknowledged herein shall not be valid and binding upon the Company, and the Company shall be entitled to refuse to register the name of any transferee of such shares of common stock as a shareholder of the Company on its records if the transfer of such shares was effected without compliance with these provisions. Notwithstanding the foregoing, the Company shall have the right to waive this prior notice requirement for any reason in its sole discretion. (iii) The undersigned certifies that, with respect to the offering, the undersigned: (a) has reached its own decision to invest in the Company independently from any other purchaser, and from any advisor to the Company; (b) has not entered...