The parties acknowledge that this Agreement does not replace, modify or in any way affect the terms of the stock options granted by Acme to executive law prior to the date of this Agreement. Any portion of a compensation payment funded by funds deposited in the escrow account will be paid directly to the agent or as an agent directly from the escrow account in accordance with the terms of the escrow account confirmation agreement. MSCD offers the language of representation as one of the other categories of contractual language. But this creates a problem: Acme acknowledges that the widget contract has been terminated, and Acme explains that the widget contract is over, both grammatically representing performatives that use speaking verbs. Therefore, any analysis of the categories of contract wording should summarize the provisions using recognition and provisions using representation. After the performance, delivery, acceptance and registration of the Lender`s Supplemental and Acknowledgement Agreement from time to time and after the effective date specified in a Supplemental Agreement and Recognition of the Lender, that existing lender will have an obligation set out therein or another lender will become a lender with an obligation set out therein and all rights and obligations of a lender with such an obligation under this Agreement. I have to start by reassessing the contractual language categories. (If you just want the basics, you might want to move on to the next section.) A style manual for drafting contracts refers only once to the verb to recognize. Damn, it doesn`t even deserve an entry in the index. I will now give him the treatment he deserves. For this reason, I expect that in the next issue of MSCD, I will move to a separate category that uses all performance languages with speech verbs. For now, I`m thinking of calling this category “language of explanation,” but I`m open to suggestions.
This category will summarize the current category “Language of representation”. This category optimization means that the language of performance no longer includes all performatives, but lawyers won`t care. I hope linguists will understand! Here are three examples of the appropriate use of recognition: Each lender acknowledges that it will conduct its own independent investigation into the financial situation and affairs of each borrower. The Consultant declares, guarantees and acknowledges to the Company and undertakes and accepts the following: the acknowledgment shall only be used to introduce a fact claimed by another party. It should not be used to introduce a language that is itself a category of contractual languages. For employees of other executive agencies, replace the reference to point (c) of the acknowledgement of receipt/agreement to the GSA Supplementary Standards with a reference to the body concerned. In the following two examples, acknowledgment of receipt is inappropriately used to introduce engagement language or policy language: This agreement terminates in respect of mortgages or portions of mortgages transferred on the corresponding transfer date, which is the date specified in the relevant stand-by agreement. Each shareholder acknowledges that the amalgamation shares have not been registered under the Securities Act and will instead be issued under an exemption from registration. The parties acknowledge that breach of any obligation set forth in this Section 10.2 will cause irreparable harm to the disclosing party and that financial damages are not an appropriate remedy.
It never makes sense to use recognize in combination with another verb. Recognizing and accepting is a particularly common example of this practice; Depending on the following verbs, you should either use recognize alone or do without both verbs. (Number 3.31 of the MSCD states that since the parties declare in the preface that they accept the following, nothing is served by the parties indicating in the body of the contract that they agree to a particular provision.) What about understanding? And accept? They essentially perform the same function as recognition, so I strike according to the first general rule of design – be consistent! – that you renounce it in favor of recognition. I don`t expect this reassessment to shake anyone`s world, but I`m glad I found it, albeit belatedly. The language of representation, as it is currently conceived, has always seemed a little fragile to me. So, when is it appropriate to use Acknowledge? Black`s Law Dictionary defines recognition as “recognizing (something) as factual or valid,” but this offers little practical advice. Here is my opinion: Both represent and acknowledge serve to introduce statements of fact. You must use representation if the party concerned has direct knowledge of this fact; You should use confirmation if the party in question does not know this fact first-hand, but instead accepts a fact claimed by another party as true. In MSCD, I note that one of the categories of contractual language is the language of service, which serves to commemorate the actions of the parties that take place at the same time as the signing of the contract. Here is an example of the performance language: Acme hereby licenses Smith. In my first book, I refer to this type of language as “ritual performative.” MSCD ¶ 3.8 states that this type of performance language must be distinguished from the performance language, which uses a verb to speak, such as.B.
recognize or accept. Acme acknowledges that the consultant`s business is to provide advisory services and advice to others. An alternative to Part X recognising that a fact alleged by Part Y is correct would be to include that fact in the recitals. If the circumstance in question relates to the context of the concentration, it would certainly be part of the recitals. However, if the fact is particularly important, it may be preferable to reinforce this importance by asking one or more parties to recognize it in the text of the contract. Writers will sometimes have a party that “unconditionally acknowledges” or “explicitly recognizes” something. These uses represent a rhetorical emphasis. (For more information on the rhetorical accent, see this post.) Upon execution, delivery, acceptance and registration of the applicable lender`s supplement and stand-by arrangement from the effective date of the applicable additional term loan, each additional lender will have an additional lending obligation as set out in the registry and all rights and obligations of a lender with such additional lending obligation under this Agreement.
Sometimes a cartoonist throws into the kitchen sink:. . .