Acknowledgement of Reliance. The Pledgor hereby acknowledges that the Beneficiary has entered into this Agreement in full reliance upon the representations and warranties made under this Section 7.
Acknowledgement of Reliance. The Borrower hereby acknowledges that the Lender has entered into this Agreement in full reliance upon the representations and warranties made under this Section 9.
Acknowledgement of Reliance. The Grantor hereby acknowledges that the Grantee has entered into this Agreement in full reliance upon the representations and warranties made under this Section 5.
Acknowledgement of Reliance. The Chargor acknowledges that the Lender has entered into this Deed in reliance upon the representations and warranties set out in Clause 7.1.
Acknowledgement of Reliance. Each Purchaser acknowledges that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties of such Purchaser contained in this Agreement. Prior to the Closing, each Purchaser agrees to promptly notify the Issuer if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of such Purchaser set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case such Purchaser shall notify the Issuer if they are no longer accurate in any respect). The Issuer acknowledges that the Purchasers will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. Prior to the Closing, the Issuer agrees to promptly notify the Purchasers if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of the Issuer set forth herein are no longer accurate in any material respect (other than those acknowledgments, understandings, agreements, representations and warranties qualified by materiality, in which case the Issuer shall notify the Purchasers if they are no longer accurate in any respect).
Acknowledgement of Reliance. Each Stockholder understands and acknowledges that Grifols is entering into, and causing Sub to enter into, the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement.
Acknowledgement of Reliance. Purchaser Parties and when applicable Certain Stockholders, acknowledge and agree that: (i) the covenants and agreements contained in Section 2, Section 3, Section 4, Section 5 and Section 6 (the “Restrictive Covenants”) are necessary, fundamental and required for the protection of the goodwill of the Company directly or indirectly acquired by Purchaser pursuant to the Merger Agreement; (ii) the Restrictive Covenants relate to matters that are of a special, unique and extraordinary value; (iii) a breach by any Purchaser Parties of any of the Restrictive Covenants applicable to any Purchaser Parties will result in irreparable harm and damages that cannot be adequately compensated by a monetary award and, accordingly, Company and Company Parties, individually or jointly and severally will be entitled to injunctive or other equitable relief to prevent or redress any such breach (without posting a bond or other security); (iv) Purchaser Representative is a direct equityholder and the sponsor of the Purchaser as of the date hereof, and, pursuant to the Merger Agreement and by virtue of the Transaction, Purchaser Representative will receive, directly or indirectly, a substantial financial benefit, or other valuable consideration, as specified in the Merger Agreement; (v) in connection with the Transaction, Purchaser Parties are entering into this Agreement and agreeing to be bound by the Restrictive Covenants; (vi) Company Parties entered into the Merger Agreement in contemplation of Purchaser Parties’ execution and delivery of this Agreement, and Company Parties would not enter into the Merger Agreement absent Purchaser Parties’ execution and delivery of this Agreement; (vii) this Agreement is being executed in connection with the execution of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (including the Transaction), pursuant to which Purchaser will directly or indirectly acquire the Company and substantial goodwill associated therewith; and (viii) this Agreement is intended to comply with the laws of the State of Delaware and all other jurisdictions that might be deemed to be applicable hereto and which restrict or otherwise limit the enforceability of a contract that restrains a Person from engaging in a lawful profession, trade or business. Purchaser Parties hereby acknowledge that the potential harm to Company Parties of non-enforcement of this Agreement outweighs any harm to Purchaser Parties of enforcem...
Acknowledgement of Reliance. The Borrower acknowledges that each of the Finance Parties has entered into this Agreement in reliance upon the representations and warranties contained in this Clause.
Acknowledgement of Reliance. The Borrower acknowledges that the Lender has entered into this Agreement in reliance upon the representations and warranties contained in this Clause 2.
Acknowledgement of Reliance. The Mortgagor acknowledges that the Mortgagee has entered into the Credit Agreement and this Deed in reliance upon the representations and warranties contained in this Deed.
