Acknowledgement of Seller Sample Clauses

Acknowledgement of Seller. Seller hereby acknowledges that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Repurchase Documents.
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Acknowledgement of Seller. In order to induce Buyer and Parent to enter into and perform this Agreement and the Related Documents, Seller acknowledges as follows: THE REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT AND THE RELATED DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER AND PARENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, IN RELATION THERETO BETWEEN THE PARTIES OTHER THAN THOSE INCORPORATED HEREIN AND THEREIN. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE RELATED DOCUMENTS, SELLER DISCLAIMS RELIANCE ON ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS, EITHER EXPRESS OR IMPLIED, BY OR ON BEHALF OF BUYER AND PARENT OR THEIR REPRESENTATIVES.
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Acknowledgement of Seller. The representations and warranties by Buyer expressly contained herein, in the certificate delivered by Buyer at Closing pursuant hereto and in its Related Agreements constitute the sole and exclusive representations and warranties of Buyer in connection with the transactions contemplated by this Agreement, its Related Agreements and the consummation of the transactions contemplated hereby and thereby and Seller understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied are specifically disclaimed by Buyer, and Seller has not relied and is not relying on any other statement, representation or warranty, oral or written, express or implied, made by Buyer or any of its Related Parties or Representatives.
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Acknowledgement of Seller. 98 SCHEDULES
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Acknowledgement of Seller. Seller hereby acknowledges the provisions of this Agreement, including the duties of the Seller created hereunder and the assignment of the representations and warranties made by Seller pursuant to MLPA I. * * * * * *
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Acknowledgement of Seller. Seller agrees and acknowledges that it is necessary that Seller undertake as provided in this Section 3.12 not to utilize its special knowledge of the Company and its Subsidiaries and its relationships with customers and suppliers to compete with Purchaser or the Company and its Subsidiaries, and that Purchaser would not have entered into this Agreement or consummated the transactions contemplated hereby but for the agreements and covenants in this Section 3.12. Seller agrees and acknowledges that businesses of the Company and its Subsidiaries are conducted on a worldwide basis.
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Acknowledgement of Seller. Seller hereby acknowledges that Buyer has provided access to and responded to all inquiries and requests for information that Seller has made of it concerning Company, its business, financial condition and prospects and any other matter relating to the operations of Company and the Purchase Shares.
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Related to Acknowledgement of Seller

  • ACKNOWLEDGEMENT OF RECEIPT Each of the parties acknowledges receiving an executed copy of this Agreement.

  • 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.

  • Tax Acknowledgement In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in this Agreement.

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by the Trust or a trustee of the Trust, if the Preferred Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held as the assets of the Trust, any holder of the Trust Securities may institute legal proceedings directly against the Company to enforce such Preferred Trustee's rights under this Indenture without first instituting any legal proceedings against such Preferred Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of (or premium, if any) or interest on the Securities when due, the Company acknowledges that a holder of Trust Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of (or premium, if any) or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder on or after the respective due date specified in the Securities.

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • ACKNOWLEDGEMENT OF TERMS The Company hereby represents and warrants to the Investor that: (i) it is voluntarily entering into this Agreement of its own freewill, (ii) it is not entering this Agreement under economic duress, (iii) the terms of this Agreement are reasonable and fair to the Company, and (iv) the Company has had independent legal counsel of its own choosing review this Agreement, advise the Company with respect to this Agreement, and represent the Company in connection with this Agreement.

  • Acknowledgement and Confirmation Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • Acknowledgements The Borrower hereby acknowledges that:

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