ContractsCounsel Logo
Home Contract Samples A Acknowledgement Agreement

Acknowledgement Agreement: Definition & Sample

Jump to Section

What is an Acknowledgement Agreement?

An acknowledgement agreement is a legal document formalizing some agreement between parties. The agreement acts as an official acknowledgement of the particular fact the parties are agreeing to. Sometimes this is used to have one party agree to restrictions or obligations that are not set out in an original agreement.

Acknowledgement agreements can take place in mortgage and lending situations allowing a creditor to obtain security interest. In addition, it can be used between companies to outline a specific change and the agreement of action over that change.

Acknowledgement Agreement Sample

Exhibit 10.11

ACKNOWLEDGEMENT AGREEMENT

This ACKNOWLEDGEMENT AGREEMENT (herein called the “Agreement”) is entered into as of January 31, 2008, by and between CANAL MEZZANINE PARTNERS, L.P., 1737 Georgetown Road, Suite A, Hudson, Ohio 44236 (herein called the “Purchaser”) and DEVELOPMENT CAPITAL VENTURE, L.P., Virginia Gateway Professional Building, 7500 Iron Bar Lane, Suite 209, Gainesville, VA with mailing address of P.O. Box 399, Catharpin, VA 20143-0399 (herein called “DCV”).

W I T N E S S E T H

WHEREAS, DCV has or will shortly enter into an agreement whereby it will acquire $2,000,000.00 in preferred stock (herein called the “Preferred Stock”) of DPAC TECHNOLOGIES Corp. (herein called the “Company”) (such agreement, the Preferred Stock, and all documents related thereto herein called the “Stock Agreements”, copies of which are attached hereto and made a part hereof), and

WHEREAS, the Purchaser has requested that DCV agree to certain restrictions on its redemption rights under the Stock Agreements as a condition of the Company to issue and sell to the Purchaser the Senior Subordinated Note in the aggregate principal amount of $1,200,000 due February 31, 2013 and a warrant to purchase the common stock of the Company representing 3% of the fully diluted common stock of Company, and

WHEREAS, DCV has agreed to restrict such rights.

NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the Purchaser and DCV do hereby agree as follows:

1. DCV hereby agrees and consents that to the extent that DCV has the right to redeem or be subject to redemption of the Preferred Stock under the Stock Agreements, or otherwise, it will neither exercise such rights nor accept such redemption without the prior written consent of the Purchaser.

2. Except as specifically provided for herein, DVC’s rights under the Preferred Stock shall be in accordance with the Stock Agreements, as they may be amended from time to time.

3. In the event the DCV exercises its rights to and/or obtains payment from the Company relating to the redemption of the Preferred Stock, prior to the repayment in full of the Senior Indebtedness, Fifth Third Bank (the “Senior Lender”) shall be entitled to, and DCV shall immediately pay over to the Senior Lender, the proceeds of the redemption for application upon the obligations of the Company to the Senior Lender and upon and after the repayment in full of the Senior Indebtedness, Purchaser shall be entitled to, and DCV shall immediately pay over to the Purchaser, the proceeds of the redemption for application upon the obligations of the Company to the Purchaser. To the extent that such proceeds exceed such obligations, the Purchaser will promptly return such proceeds to DCV or as otherwise directed by law or court order.

 


4. This Agreement is not an executory contract and is created strictly for the benefit of the signatories hereto and to any of the Purchaser’s successors or permitted assigns and DCV’s successors and permitted assigns, but in any event it shall not be used by any Trustee in Bankruptcy or a Bankruptcy Court or any other court, agency, or panel charged with the responsibility of establishing the priorities of the creditors and shareholders of the Company for the purpose of expanding upon or diminishing the rights of the parties hereto.

5. This Agreement may not be assigned by either party without the express, written, prior consent of the other party; provided, however, that notwithstanding the above, the Purchaser may assign this Agreement and/or the related credit to any of its affiliates. No waiver of any provision of this Agreement or of any rights hereunder shall be deemed to be made by the Purchaser unless such waiver is in writing signed on behalf of the Purchaser, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the Purchaser or the obligations of the undersigned to the Purchaser in any other respect at any other time. Notice of acceptance of this subordination is hereby waived, and this agreement shall be immediately binding upon DCV, and the successor, and permitted assigns of DCV. This agreement shall be governed by and construed in accordance with the law of the State of Ohio.

[This space is left blank intentionally]

 

2


Executed on the date set forth above.

 

DEVELOPMENT CAPITAL VENTURE, L.P.
By:   DCC Operating, Inc., General Partner
Name:   Donald L. Murfin
Title:   Executive Vice President
Intending to be legally bound, each Company consents and agrees to the terms of the above Agreement as of the date first above written:
DPAC TECHNOLOGIES CORP.
By:  

/s/ Steven D. Runkel

  Steve Runkel, Chief Executive Officer
QUATECH, INC.
By:  

/s/ Steven D. Runkel

  Steve Runkel, Chief Executive Officer
Agreed to and Acknowledged by:

CANAL MEZZANINE PARTNERS, L.P.,

a Delaware limited partnership

By:   Canal Mezzanine Management, LLC,
  an Ohio limited liability company
Title:   General Partner
  By:   Canal Holdings, LLC,
    an Ohio limited liability company
  Title:   Managing Member
    By:  

/s/ Shawn M. Wynne

    Name:   Shawn M. Wynne
    Title:   Authorized Signer

 

3


Reference:
Security Exchange Commission - Edgar Database, EX-10.11 14 dex1011.htm ACKNOWLEDGEMENT AGREEMENT, Viewed October 18, 2021, View Source on SEC.

Who Helps With Acknowledgement Agreements?

Lawyers with backgrounds working on acknowledgement agreements work with clients to help. Do you need help with an acknowledgement agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate acknowledgement agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Acknowledgement Agreement Lawyers

Justin C. on ContractsCounsel
View Justin
5.0 (1)
Member Since:
August 12, 2022

Justin C.

Partner
Free Consultation
Hammond Indiana
7 Yrs Experience
Licensed in IN
Valparaiso University Law School

Justin Camper is a small business and trademark attorney, entrepreneur, public speaker, and writer. Justin has been practicing law close to 5 years and has done various areas of law from criminal work as a Prosecutor, to business and civil litigation at private law firms.

George L. on ContractsCounsel
View George
5.0 (6)
Member Since:
August 16, 2022

George L.

Owner
Free Consultation
Rock Hill, SC
5 Yrs Experience
Licensed in GA, SC
University of Georgia School of Law

I am a corporate attorney with offices in Rock Hill, SC, and Lavonia, GA. My practice is focused on contracts, tax, and asset protection planning. I act as a fractional outside general counsel to over 20 businesses in 6 countries. When not practicing law, I can usually be found training my bird dogs.

Max N. on ContractsCounsel
View Max
5.0 (6)
Member Since:
August 17, 2022

Max N.

Attorney
Free Consultation
Oklahoma
5 Yrs Experience
Licensed in OK
Oklahoma City University School of Law

Oklahoma attorney focused on real estate transactions, quiet title lawsuits, estate planning, probates, business formations, and all contract matters.

Matt M. on ContractsCounsel
View Matt
Member Since:
August 16, 2022

Matt M.

Attorney
Free Consultation
Orem, Utah
17 Yrs Experience
Licensed in UT
Washington & Lee University

I love to learn, and I love solving problems. That's why I became a lawyer, and learned to solve legal problems for individuals and businesses and help them fix things when there's a snag. Touch base if you think I could have something to offer for you or your company. Experienced, results-oriented legal professional whose background and education have established him as a valuable resource in areas of corporate law, franchising, litigation, compliance, mortgages and banking, and more. Practice Areas Include: Corporate law, Franchising, Litigation, real estate, corporate law, civil disputes, insurance representation, corporate counseling, dispute resolution, risk management, regulatory counsel, compliance. Experience involves sophisticated as well as routine corporate structuring and transactions, simple and complex litigation, and written and oral advocacy such as depositions, mediated settlement conferences, trials, appeals, written pleadings and discovery, and case strategy and analysis. Experience managing and litigating disputes between parties and negotiating settlements across the spectrum of civil litigation, including probative discovery, successful motions practice, legal research and writing, appellate practice, and legal consultation to individuals and business entities. Further experience includes digesting and monitoring updates to the legal landscape to advise clients or departments and successfully adapt policies and procedures to assure compliance with applicable laws and regulations as well as to manage risk effectively. For those needing a skilled commercial or corporate lawyer, or for individuals whose rights need persuasive advocacy, I am a valuable resource. Representative work also has involved success on the appellate level, as in Baker Construction Company, Inc. v. City of Burlington and Hawthorne, LLC, North Carolina COA09-13.

Madeline P. on ContractsCounsel
View Madeline
Member Since:
August 14, 2022

Madeline P.

Attorney/CEO
Free Consultation
Frisco, Texas
8 Yrs Experience
Licensed in TX
Southern Methodist Uninversity - Dedman School of Law

I am the CEO and attorney at my law firm that I started in June 2020 (as other businesses were shuttering due to Covid-19). I am currently seeking contract work to supplement my case load as I recently finalized numerous family law cases within a short timeframe.

John C. on ContractsCounsel
View John
Member Since:
August 16, 2022

John C.

Attorney
Free Consultation
Leawood, Kansas
43 Yrs Experience
Licensed in KS, MO
U.M.K.C Law School

Licensed to practice law in the states of Missouri and Kansas. Have been licensed to practice law for 44 years. Have been AV rated by Martindale Hubbel for almost 30 years.

Michael S. on ContractsCounsel
View Michael
Member Since:
September 20, 2022

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities
See All Business Lawyers
Acknowledgement Agreement lawyers by city
See All Acknowledgement Agreement Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city