Acknowledgement by Sellers Sample Clauses

Acknowledgement by Sellers. Sellers acknowledge that:
Sample 1
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Acknowledgement by Sellers. Sellers acknowledge that no other representations and warranties of Buyer other than as are set forth in this Agreement are required by Sellers to enter into this Agreement.
Sample 1
Acknowledgement by Sellers. Each of the Sellers, jointly and severally, expressly and unconditionally acknowledge and agree that (1) the Non-Competition provisions of this Section 5.5 are essential to the goodwill and potential profitability of the business and operations of Buyer; (2) each of the Sellers have provided a substantial inducement for Buyer to enter into this Agreement and to consummate the transactions consummated hereby; (3) such Non-Competition provisions are fair and reasonable and reasonably required for the protection of the Buyer, its Purchased Assets and its business; the Buyer’s proposed operations and business are nationwide and, therefore, the prohibited activities conform to the business in the area within which such business is proposed to be conducted on the date of this Agreement; and (4) the application of the Non-Competition provisions of this Section 5.5 will not involve a substantial hardship upon any of the respective Sellers or their respective future business or operations. Each of the Sellers, jointly and severally, expressly and unconditionally, acknowledge and agree that a violation of the covenants set forth in this Section 5, or any provision thereof, will cause irreparable injury to Buyer and Buyer shall be entitled, in addition to any other rights and remedies it may have, at law or in equity, to an ex parte injunction enjoining and restraining each of the Sellers from doing or continuing to do any such prohibited act and any other violations or threatened violations of such covenants or Non-Competition provisions.
Sample 1
Acknowledgement by Sellers. Each Seller hereby acknowledges and agrees that the restraints contained in this Section 8.9 are reasonable and enforceable in view of the Purchaser’s legitimate interests in protecting the Intellectual Property and goodwill acquired by the Purchaser and the limited scope of the restrictions in this Section 8.9. Each Seller hereby further acknowledges and agrees that the Restrictive Covenants are reasonable and enforceable in view of, among other things, (i) the narrow range of activities prohibited, (ii) the substantial consideration paid to Sellers pursuant to this Agreement, and (iii) the markets in which the Products and related services are provided.
Sample 1
Acknowledgement by Sellers. Sellers hereby acknowledge and accepts that (1) Buyers have the right to fully rely upon the representations, warranties and covenants of Sellers contained in this Framework Agreement (including the certificate to be delivered at Closing by Sellers) and (2) any knowledge of Buyers of any matter related to the Companies, learned during due diligence procedures or otherwise, shall not limit in any manner whatsoever Buyers’ indemnity rights hereunder.
Sample 1
Acknowledgement by Sellers. Each Seller acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of Parent and its Affiliates and, in making its determination to proceed with the transactions contemplated by this Agreement, such Seller has relied on the results of its own independent investigation and verification and the representations and warranties of Parent and Buyer expressly and specifically set forth in Article 4 and the certificate delivered at the Closing pursuant to Section 8.2. THE REPRESENTATIONS AND WARRANTIES BY PARENT AND BUYER SPECIFICALLY SET FORTH IN ARTICLE 4 AND THE CERTIFICATE DELIVERED PURSUANT OT SECTION 8.2 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO SELLERS AND THE COMPANY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH SELLER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING ANY OTHER REPRESENTATIONS OR WARRANTIES RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS OF OR RELATING TO PARENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES OR THE PARENT COMMON STOCK) ARE SPECIFICALLY DISCLAIMED BY PARENT AND BUYER, ARE NOT BEING RELIED UPON BY ANY SELLER AND SHALL NOT (EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED TO IN THIS AGREEMENT) FORM THE BASIS OF ANY CLAIM AGAINST PARENT, BUYER, THE COMPANY, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE ADVISORS OR AFFILIATES, OR ANY OF THE RESPECTIVE AFFILIATES OR REPRESENTATIVES OF THE FOREGOING, WITH RESPECT THERETO OR WITH RESPECT TO ANY RELATED MATTER. NEITHER PARENT NOR BUYER MAKES OR PROVIDES, PARENT AND BUYER EXPRESSLY DISCLAIM, AND EACH SELLER HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROJECTIONS OR FORECASTS OF OR RELATING TO PARENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE BUSINESSES OR THE PARENT COMMON STOCK, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4 AND THE CERTIFICATE DELIVERED AT THE CLOSING PURSUANT TO SECTION 8.2.
Sample 1

Related to Acknowledgement by Sellers

  • 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.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • 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.

  • 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.

  • Acknowledgment by Employee Employee acknowledges that the restrictive covenants contained in this Section 7 are legitimate and reasonable business interests of the Company, and that Company is entitled to enforce the restrictions consistent with the foregoing.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

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