Acknowledgement by Seller Sample Clauses

Acknowledgement by Seller. (a) If Seller is advised of Seller’s Xxxxxx’s refusal to participate in any short sale, Xxxxxx agrees to immediately communicate this to Buyer and Xxxxxx. (b) Seller acknowledges that Xxxxxx has advised Seller to consult with professionals for any tax, legal or specialized advice and has been encouraged to discuss other options with legal counsel of Seller’s choosing prior to entering into this short sale transaction.
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Acknowledgement by Seller. Except for (a) the representations and warranties made by the Buyer Parties in this Agreement, (b) the representations and warranties made by the Buyer Parties in any certificate required to be delivered under Section 1.2(b)(ii) and Section 1.2(f) and (c) the representations made by the Buyer Parties in the Merger Agreement, neither Buyer Party, nor any other Person, is making or has made, and Seller is not relying on, and has not relied on, any other representations or warranties, either express or implied, with respect to the transactions contemplated by this Agreement, the Buyer Parties, or on the accuracy or completeness of any information regarding the Buyer Parties or any other material furnished or provided to Seller, or made available to Seller in any form, in expectation of, or in connection with, this Agreement or the transactions contemplated by this Agreement.
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Acknowledgement by Seller. Seller acknowledges and agrees for itself and each of its Affiliates that, from and after the closing of the Merger (as defined in the LMC Agreement), Buyer intends to (and may) communicate directly with cable, MMDS, DBS or other multichannel video or other distribution systems (including any of the foregoing that are WTBS Distributors) regarding the transformation of WTBS into a copyright paid, satellite delivered, twenty-four hour per day cable television programming service, it being understood that, until receipt of the Exercise Notice, nothing in this Agreement shall constitute a waiver by Seller, the Subsidiary or any of their respective Affiliates of, or an agreement by Seller, the Subsidiary or any such Affiliate to waive any non-disclosure or confidentiality agreement between Seller, the Subsidiary, or any such Affiliate and any WTBS Distributor.
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Acknowledgement by Seller. Seller acknowledges that no other representations and warranties of Buyer other than as are set forth in this Agreement are required by Seller to enter into this Agreement.
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Acknowledgement by Seller. Seller warrants to Purchaser that it has no -------------------------- present knowledge that EPS to be sold under this Agreement, when used in the foreseeable manner to mold polystyrene food service items, involves a serious concealed danger or a serious exposure to individuals, as those terms are used in Section 387 of the California Penal Code, and will notify Purchaser if such a danger or exposure become known to Seller.
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Acknowledgement by Seller. 36 Section 3.28 No Other Representations or Warranties................................................36
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Acknowledgement by Seller. Seller acknowledges and agrees that it (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of the Buyer and (ii) has been furnished with or given full access to such information about the Seller’s business, assets, condition, operations and prospects as Seller has requested. Seller acknowledges that, other than as set forth in this Agreement, none of the Buyer nor any of its directors, officers, employees, Affiliates, Stockholders, agents or representatives makes or has made any representation or warranty, either express or implied, (A) as to the accuracy or completeness of any of the information provided or made available to Seller or any of its agents, representatives, lenders or Affiliates prior to the execution of this Agreement and (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Buyer heretofore delivered to or made available to Seller or any of its respective agents, representatives, lenders or Affiliates.
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Related to Acknowledgement by Seller

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Lessor The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

  • Conditions to Assignment by Banks Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, and (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in (S)20.3, be released from its obligations under this Credit Agreement.

  • Assignment by Depositor Concurrently with the execution of this Agreement, the Depositor shall assign its interest under this Agreement with respect to the Mortgage Loans to the Trustee, and the Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the rights of the Depositor in this Agreement shall be deemed to be for the benefit of and exercisable by its assignee or designee, specifically including the Trustee.

  • Assignment by Issuer The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

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