Acknowledgment Clause Example with 23 Variations from Business Contracts
This page contains Acknowledgment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of t...he Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer and its Affiliates may also be active in the market for the Shares and Share-linked transactions other than in connection with hedging activities in relation to any Transaction; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.View More
Variations of a "Acknowledgment" Clause from Business Contracts
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position Hedge Position with respect to such Transaction; 16 (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). 16 (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position Hedge Position with respect to such Transaction; (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal 16 Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position Hedge Position with respect to such Transaction; (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; 16 (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and 16 (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position Hedge Position with respect to such Transaction; (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). Code); 16 (v) each of the parties hereto to be a "financial participant" within the meaning of Section 101(22A) of the Bankruptcy Code; and (vi) the Agreement (including this Master Confirmation and each Transaction hereunder) constitutes a "qualified financial contract" as such term is defined in Section 11(e)(8)(D) of the Federal Deposit Insurance Act (12 U.S.C. 1821(e)(8)(D)) and (vii) a Non-defaulting Party's rights under Sections 5 and 6 of the Agreement constitute rights of the kind referred to in 12 U.S.C. Section 1821(e)(8)(A) and 12 U.S.C. Section 5390(c)(8)(A). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer and its Affiliates 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 establish, adjust or unwind its hedge position Hedge Position with respect to such Transaction; (ii) Dealer and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons, unless it has otherwise notified Dealer in writing; and (iii) will notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy C...ode; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer GS&Co. and its Affiliates affiliates may buy (on Calculation Dates) 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer GS&Co. and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; 13 (iv) any market activities of Dealer GS&Co. and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer GS&Co. an option; Dealer GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of GS&Co. or its associated persons, unless it has otherwise notified GS&Co. in writing; and (iii) will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy C...ode; 14 (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer GS&Co. and its Affiliates 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer GS&Co. and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer GS&Co. and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and the VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer GS&Co. an option; Dealer GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of GS&Co. or its associated persons, unless it has otherwise notified GS&Co. in writing; and (iii) will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy C...ode; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer GS&Co. and its Affiliates 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer GS&Co. and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; 13 (iv) any market activities of Dealer GS&Co. and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer GS&Co. an option; Dealer GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of GS&Co. or its associated persons, unless it has otherwise notified GS&Co. in writing; and (iii) will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
Acknowledgment. (a) The parties hereto intend for: (i) each Transaction to be a "securities contract" as defined in Section 741(7) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(ii), a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code and 12 U.S.C. Section 1821(e)(8)(D)(vi) and a "forward contract" as defined in Section 101(25) of the Bankruptcy Code, Code and 12 U.S.C. Section 1821(e)(8)(D)(iv), and the parties hereto to be entitled to the protections afforded by, among other S...ections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code; (ii) the Agreement to be a "master netting agreement" as defined in Section 101(38A) of the Bankruptcy Code; 18 Code and a "netting contract" as such term is used in 12 U.S.C. § 1821(e)(13)(C)(ii); (iii) a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a "contractual right" (as defined in the Bankruptcy Code); and (iv) all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute "settlement payments" and "transfers" (as defined in the Bankruptcy Code). 15 (b) Counterparty acknowledges that: (i) during the term of any Transaction, Dealer Citi and its Affiliates 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 establish, adjust or unwind its hedge position with respect to such Transaction; (ii) Dealer Citi and its Affiliates affiliates may also be active in the market for the Shares and Share-linked transactions derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction; Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer Citi shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities 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 Forward Price and the VWAP Price; (iv) any market activities of Dealer Citi and its Affiliates affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and the VWAP Price, each in a manner that may be adverse to Counterparty; and (v) each Transaction is a derivatives transaction in which it has granted Dealer Citi an option; Dealer Citi may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. (c) Counterparty: (i) is an "institutional account" as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Citi or its associated persons, unless it has otherwise notified Citi in writing; and (iii) will notify Citi if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true. View More
