Certain Agreements and Acknowledgements Clause Samples

The "Certain Agreements and Acknowledgements" clause serves to formally record specific understandings and commitments made by the parties within a contract. This clause typically outlines particular facts that both parties agree are true, or sets forth mutual acknowledgements regarding the circumstances or intentions underlying the agreement. For example, it may state that both parties acknowledge having received certain disclosures or that they agree to abide by certain procedures. Its core practical function is to ensure that both parties are on the same page regarding key facts or expectations, thereby reducing the risk of future disputes over misunderstandings or misrepresentations.
Certain Agreements and Acknowledgements. The provisions of this ----------------------------------------- Article 10 are the result of mutual compromise and an allocation of risk with respect to the subject matter hereof. The provisions of this Article 10 have been given individual weight by the parties in connection with entering into this Agreement and the setting of the Purchase Price. Buyer and Seller Parties intend that the allocations of risk and responsibility contained in this Article 10 are mutually intended by them to be given full effect and that the rights and remedies contained in this Article 10 are exclusive of all other statutory and common law rights and remedies with respect to the subject matter of this Article 10.
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Certain Agreements and Acknowledgements. Each Seller understands, acknowledges and agrees that (i) the representations, warranties, covenants, agreements and undertakings of the Buyer set forth in this Agreement and the Other Agreements are the sole and exclusive representations, warranties, covenants, agreements and undertakings of the Buyer relating to or made in connection with the transactions contemplated by this Agreement and the Other Agreements, (ii) the Buyer does not make, and has not made, any promises, representations, warranties, covenants, agreements or undertakings, express or implied, in connection with the transactions contemplated by this Agreement or the Other Agreements (other than those expressly set forth in this Agreement and the Other Agreements) and no Seller has entered into this Agreement or the Other Agreements to which it is a party or consummated the transactions contemplated hereby and thereby in reliance on, and each Seller hereby expressly disclaims, any promise, representation, warranty, covenant, agreement or undertaking not expressly contained in this Agreement or the Other Agreements, (iii) any cost estimates, projections or other productions, any data, any financial information or any memoranda or presentations are not and shall not be deemed to be or to include representations or warranties, except to the extent otherwise expressly covered by the representations and warranties of the Buyer hereunder, and (iv) no Person has been authorized by the Buyer to make any promises, representations, warranties, covenants, agreements or undertakings relating to the Buyer, Parent or any of their respective Subsidiaries, the businesses of Buyer, Parent or any of their respective its Subsidiaries or otherwise in connection with the transactions contemplated by this Agreement or the Other Agreements (other than those expressly set forth in this Agreement and the Other Agreements) and, if made, none of such representations, warranties, covenants, agreements or undertakings were relied upon by any Seller and all of them are hereby expressly disclaimed.
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Certain Agreements and Acknowledgements. 29 10.2 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 29 10.3
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Certain Agreements and Acknowledgements. (a) 3F Therapeutics hereby agrees and acknowledges that it shall not use or otherwise access any data, results and information generated by the testing, analysis, evaluation, or other means of the Investigational PVT Product (as defined in the 3F Development and Supply Agreement) (such data, results and information, the “Test Data”); provided, however, that 3F Therapeutics shall have the right to use in the Surgical Field of Use (as such term is defined in the 3F License Agreement) (i) any Test Data that is in 3F Therapeutics’ possession as of the Closing Date and as set forth on Exhibit E and (ii) any additional Test Data in ▇▇▇▇▇▇▇’ possession that was generated by ▇▇▇▇▇▇▇ prior to the Closing Date, to the extent required for regulatory purposes. (b) ▇▇▇▇▇▇▇ hereby acknowledges that (i) no license with respect to 3F Technology (as such term is defined in the 3F Development and Supply Agreement) was granted to ▇▇▇▇▇▇▇ or PVT by 3F Therapeutics by operation of Section 6.18 of the 3F Development and Supply Agreement and (ii) neither it nor PVT has obtained any right to exercise, or has exercised, the license with respect to 3F Patents (as such term is defined in the 3F Development and Supply Agreement) pursuant to Section 7.3 of the 3F Development and Supply Agreement. (c) 3F Therapeutics hereby acknowledges that (i) no license with respect to PVT Technology (as such term is defined in the 3F Development and Supply Agreement) was granted to 3F Therapeutics by ▇▇▇▇▇▇▇ or PVT by operation of Section 6.16 of the 3F Development and Supply Agreement and (ii) it has not obtained the right to, and has not, exercised the license with respect to PVT Patents (as such term is defined in the 3F Development and Supply Agreement) pursuant to Section 7.2 of the 3F Development and Supply Agreement. (d) 3F Therapeutics hereby acknowledges that (i) no license with respect to PVT Patents (as such term is defined in the VenPro Development Agreement) was granted to 3F Therapeutics or VenPro by ▇▇▇▇▇▇▇ or PVT by operation of Section 6.10 of the VenPro Development Agreement and (ii) neither it nor VenPro has obtained any right to exercise, or has exercised, the license with respect to PVT Patents (as such term is defined in the VenPro Development Agreement) pursuant to Section 7.2 of the VenPro Development Agreement. (e) Each of ▇▇▇▇▇▇▇ and 3F Therapeutics hereby acknowledges that (i) termination of the 3F Development and Supply Agreement hereunder, including termination of each ...
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Certain Agreements and Acknowledgements. (a) Each Lender party hereto hereby (i) consents to the Merger and waives any Default or Event of Default arising under Section 6.01(g) of the Existing Credit Agreement solely as a result of the Merger and (ii) waives the application of the requirement set forth in Section 2.10(a) of the Existing Credit Agreement that the Borrower provide at least two Business Days’ prior notice of a prepayment of Eurodollar Rate Advances insofar as such requirement applies to the prepayment of the Term Advances in full as referred to in Section 2(c) above (it being agreed, however, that the foregoing waiver shall not affect obligations of the Borrower under Section 8.04(c) of the Existing Credit Agreement). (b) The parties hereto hereby acknowledge that conditions precedent specified in Section 3.01 of the Existing Credit Agreement have been satisfied and the Effective Date is May 10, 2006.
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Certain Agreements and Acknowledgements 
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Related to Certain Agreements and Acknowledgements

  • 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.

  • 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.

  • 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.

  • 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.

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.