We also confirm Clause Samples

The 'We also confirm' clause serves to formally affirm or acknowledge certain facts, obligations, or representations within an agreement. In practice, this clause is often used to reiterate key points previously discussed or to provide additional assurances, such as confirming compliance with specific requirements or the accuracy of provided information. Its core function is to create a clear record of mutual understanding or agreement on particular matters, thereby reducing the risk of misunderstandings or disputes later on.
We also confirm. (a) that, other than in respect of any Obligor Event of Default provided in clause 4.4 of the Amendment and Waiver Deed, arising as a result of a COVID-19 Event (as defined in the Amendment and Waiver Deed) (which has been waived for the duration of the Waiver Period), no Obligor Default has occurred or is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £71.3 million; • December 2019: £71.3 million Interim Dividend (e) There have been no other acquisitions or disposals of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group. Yours faithfully, ................................................................ ................................................................. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director ▇▇▇▇ ▇▇▇▇▇▇▇▇, Director For and on behalf of
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We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made on or since the date of the previous Compliance Certificate on 22 July 2015 (or, if none, the Initial Issue Date) is £77.1 million;
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We also confirm. (a) that, other than in respect of any Obligor Event of Default provided in clause 4.4 of the Amendment and Waiver Deed, arising as a result of a COVID-19 Event (as defined in the Amendment and Waiver Deed) (which has been waived for the duration of the Waiver Period), no Obligor Default has occurred or is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that there has been no Distribution made since the date of the previous Compliance Certificate; (e) There have been no other acquisitions or disposals of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group.
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We also confirm. (a) that, other than in respect of any Obligor Event of Default provided in clause 4.4 of the Amendment and Waiver Deed, arising as a result of a COVID-19 Event (as defined in the Amendment and Waiver Deed) (which has been waived for the duration of the Waiver Period), no Obligor Default has occurred or is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that there has been no Distribution made since the date of the previous Compliance Certificate; (e) There have been no other acquisitions or disposals of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date), other than: • the disposal of the residual non-core property assets, on 14 October 2020 as disclosed in Note 39 (Disposal of subsidiary) of the Parent’s Annual Report and Accounts for the year ended 31 March 2021; and • Reorganisations of subsidiaries of the Parent’s ultimate parent, Manchester Airport Holdings Limited. o Airport Services International Limited (“ASIL”) and its five subsidiaries, holding the trade of MAG’s existing airport parking distribution businesses, Looking4Parking and SkyParkSecure, which were both acquired during the financial year ending 31 March 2019, were brought into the Security Group. The two trading entities, Looking4Parking Limited (“L4P”) and Skyparksecure Limited (“SPS”), subsidiaries of ASIL, acceded as Obligors following completion of the reorganisation on 15 January 2021. o MAG Investments US Ltd (“MAGIUS”), and its subsidiary Manchester Airport Group US Holdings Inc (“MAGUSHI”), were brought into the Security Group, as a subsidiary of MAG US (Apollo) Limited. MAGUSHI has three subsidiaries and holds the trade of MAG’s existing operations within the US; namely, its passenger lounges, car parking commercial services and distribution operations. Two trading entities, MAG US Parking Management LLC and MAG US Terminal Management LLC, subsidiaries of MAGIUS, acceded as Obligors following completion of the reorganisation, also on 15 January 2021. The third subsidiary of MAGUSHI, MAG US Lounge Management LLC, holds 75% Joint Venture interests in two new companies incorporated into the Security Group: Escape Lounge FLL LLC (incorpora...
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We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £70 million; (e) There has been no cquisition or disposal of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group; and Yours faithfully, ................................................................
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We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £689.5 million; • December 2017: £55.3 million Interim Dividend; and • March 2018: £619.1 million Dividend to Manchester Airport Finance Holdings Limited to offset amounts owed by Manchester Airport Finance Holdings Limited and its parent Manchester Airport Holdings Limited to Manchester Airport Group Investments Limited relating to previous distributions paid on their respective behalves. 15.1 million Interest on Shareholders’ Loan (e) On 5 December 2017 Manchester Airport Group Investments Limited entered into an agreement to sell its entire shareholdings in Bournemouth International Airport Limited (“BIAL)”and its subsidiaries to Regional and City Airports Holdings Limited, a subsidiary of ▇▇▇▇▇ Group plc. Bournemouth International Airport had annual passenger volumes of
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Related to We also confirm

  • Cooperation; Confidentiality Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Fund. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining to the Fund and actions of the Fund, the Manager and the Sub-Adviser, and the Manager shall treat as confidential and use only in connection with the Series all information furnished to the Fund or the Manager by the Sub-Adviser, in connection with its duties under the Agreement except that the aforesaid information need not be treated as confidential if required to be disclosed under applicable law, if generally available to the public through means other than by disclosure by the Sub-Adviser or the Manager, or if available from a source other than the Manager, Sub-Adviser or the Fund.

  • Exceptions to Confidentiality The Receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party: (a) that is or hereafter becomes part of the public domain (other than as a result of a disclosure by the Receiving Party or its Recipients in violation of this Agreement); (b) that is received from a Third Party without restriction on disclosure and without, to the knowledge of the Receiving Party, breach of any agreement between such Third Party and the Disclosing Party; (c) that the Receiving Party can demonstrate by competent evidence was already in its possession without any limitation on disclosure prior to its receipt from the Disclosing Party; (d) that is generally made available to Third Parties by the Disclosing Party without restriction on disclosure; or (e) that the Receiving Party can demonstrate by competent evidence was independently developed by the Receiving Party without use of or reference to the Confidential Information.

  • Privacy and Confidentiality A. Contractors may use or disclose Medi-Cal PII only to perform functions, acitivities or services directly related to the administration of the Medi-Cal program in accordance with Welfare and Institutions Code section 14100.2 and 42 Code of Federal Regulations section 431.300 et.seq, or as required by law. Disclosures which are required by law, such as a court order, or which are made with the explicit written authorization of the Medi-Cal client, are allowable. Any other use or disclosure of Medi-Cal PII requires the express approval in writing of DHCS. Contractor shall not duplicate, disseminate or disclose Medi-Cal PII except as allowed in the Agreement. B. Access to Medi-Cal PII shall be restricted to only contractor personnel who need the Medi-Cal Pii to perform their official duties in connection with the administration of the Medi-Cal program. C. Contractor and/or their personnel who access, disclose or use Medi-Cal PII in a manner or for a purpose not authorized by this Agreement may be subject to civil and criminal sanctions contained in applicable Federal and State statutes.

  • Investigation and Confidentiality (a) Prior to the Effective Time, each Party shall keep the other Party advised of all Material developments relevant to its business and to consummation of the Merger and shall permit the other Party to make or cause to be made such investigation of the business and properties of it and its Subsidiaries and of their respective financial and legal conditions as the other Party reasonably requests, provided that such investigation shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. No investigation by a Party shall affect the representations and warranties of the other Party. (b) Each Party shall, and shall cause its advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Party concerning its and its Subsidiaries' businesses, operations, and financial positions and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Effective Time, each Party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other Party. (c) Each Party agrees to give the other Party notice as soon as practicable after any determination by it of any fact or occurrence relating to the other Party which it has discovered through the course of its investigation and which represents, or is reasonably likely to represent, either a Material breach of any representation, warranty, covenant, or agreement of the other Party or which has had or is reasonably likely to have a Material Adverse Effect on the other Party. (d) Neither Party nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client or similar privilege with respect to such information or contravene any Law, rule, regulation, Order, judgment, decree, fiduciary duty, or agreement entered into prior to the date of this Agreement. The Parties will use their reasonable efforts to make appropriate substitute disclosure arrangements, to the extent practicable, in circumstances in which the restrictions of the preceding sentence apply.

  • ANNOUNCEMENTS AND CONFIDENTIALITY 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange. 7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party. 7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed: (a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or (b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement. 7.4 Nothing in this clause prevents disclosure of Confidential Information by any party: (a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party; (b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or (c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause. 7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group. 7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.