Example ContractsClausesAcknowledgment of Guarantor
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First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt.

Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Commitment Shares and Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Commitment Shares and Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: # the Employee’s acceptance of the Award and participation in the Plan is voluntary; # the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Corporation, do not constitute regular or periodic payments; # the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Corporation and the grant of the Award is expressly contingent upon the Employee’s agreement with the Corporation contained in [Sections 5 and 6]6]; # the scope and duration of the restrictions in [Section 5] are fair and reasonable; # if any provisions of [Sections 5(a), (b), (c), (d) or (e)])])])])], or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and # the time period of the Employee’s obligations under [Sections 5(a), (b) and (c)])])] shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Corporation at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability # to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”); # to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Corporation; or # under applicable United States Federal law to # disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or # disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

The Participant acknowledges that he or she has carefully read and considered all these Standard Terms and Conditions, including the restraints imposed upon him or her pursuant to [Sections 7, 8 and 10]0]0]. The Participant also agrees that each of the restraints contained herein is necessary for the protection of the goodwill, Confidential Information, Trade Secrets and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him or her from obtaining other suitable employment during the period in which he or she are bound by such restraints. The Participant further acknowledges that, were he or she to breach any of the covenants contained in [Sections 7, 8 and 10]0]0], the damage to the Company would be irreparable. The Participant therefore agrees that the Company, in addition to any other remedies available to it, including, without limitation, the remedies set forth in [Sections 9 and 12]2], shall be entitled to injunctive relief against his or her breach or threaten breach of said covenants. The Participant and the Company further agree that, in the event that any provision of [Sections 7, 8 and 10]0]0] shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

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Acknowledgment of Obligations. Between the date of execution of the Stock Purchase Agreement and the date of this Agreement, , Franklin Networks, LLC and/or Franklin Networks, Inc. entered into the agreements set forth below, which agreements are still in effect or will require Franklin Networks, Inc. to perform obligations after the Closing.

Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

Borrowers and Guarantors hereby acknowledge, confirm and agree that Administrative Agent has and shall continue to have a security interest in and lien upon the Collateral heretofore granted to Administrative Agent in connection with the Existing Credit Agreements and the Existing Security Agreement by each Borrower and Guarantor which is a party thereto.

Acknowledgment of Security Interests. The Loan Parties hereby acknowledge, confirm and agree that Agent on behalf of Lenders and Bank Product Providers shall continue to have a security interest in and lien upon the assets of the Loan Parties constituting Collateral heretofore granted to Agent (in its capacity as agent under the Existing Credit Agreement) pursuant to the Existing Loan Documents to secure the Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by Agent or any Lender. The Liens of Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens interests to Agent (in its capacity as agent under the Existing Credit Agreement) and Existing Lenders, whether under the Existing Loan Documents, this Agreement or any of the other Loan Documents.

Knowing and Voluntary Acknowledgment. Employer advises and encourages Executive to consult with an attorney prior to signing this Agreement. Executive acknowledges that

Knowing and Voluntary Acknowledgment. The Parties specifically agree and acknowledge that: # They have each read this Agreement in its entirety and understand all of its terms; # They have consulted with legal counsel as each deemed necessary; # They each knowingly, freely, and voluntarily assent to all of its terms and conditions including, without limitation, the waiver, release, and covenants contained herein and the Civil Code Section 1542 waiver; and, # They are executing this Agreement, including the waiver and release, including the Civil Code Section 1542 waiver, in exchange for good and valuable consideration in addition to anything of value to which the Parties are otherwise entitled.

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