Common use of Acknowledgement Regarding Transactions Clause in Contracts

Acknowledgement Regarding Transactions. CTI acknowledges and agrees that Spectrum is acting solely in the capacity of a good faith, arm’s length purchaser with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. CTI further acknowledges that Spectrum is not acting as a financial advisor or fiduciary of CTI (or in any similar capacity) with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and that any advice given by Spectrum or any of its representatives or agents in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Company’s purchase of the Conveyed Assets and the Company’s and Spectrum’s entry into this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. CTI’s decision to enter into this Agreement has been based solely on the independent evaluation of CTI and its board of directors of the transactions contemplated by and in this Agreement and the other Transaction Documents, after reasonable efforts undertaken by or on behalf of CTI or its board of directors to identify and solicit similar or alternative strategic transactions with other unaffiliated third parties.

Appears in 2 contracts

Samples: Purchase and Formation Agreement (Cell Therapeutics Inc), Purchase and Formation Agreement (Spectrum Pharmaceuticals Inc)

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Acknowledgement Regarding Transactions. CTI Spectrum, on behalf of itself and its Affiliates, acknowledges and agrees that Spectrum CTI is acting solely in the capacity of a good faith, arm’s length purchaser seller with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. CTI Spectrum, on behalf of itself and its Affiliates, further acknowledges that Spectrum CTI is not acting as a financial advisor or fiduciary of CTI Spectrum or any of its Affiliates (or in any similar capacity) with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and that any advice given by Spectrum CTI or any of its representatives or agents in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the CompanyCTI’s purchase sale of the Conveyed Assets and the Company’s and SpectrumCTI’s entry into this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. CTISpectrum’s decision to enter into this Agreement has been based solely on the independent evaluation of CTI Spectrum and its board of directors of the transactions contemplated by and in this Agreement and the other Transaction Documents, after reasonable efforts undertaken by or on behalf of CTI or its board of directors to identify and solicit similar or alternative strategic transactions with other unaffiliated third parties.

Appears in 2 contracts

Samples: Purchase and Formation Agreement (Cell Therapeutics Inc), Purchase and Formation Agreement (Spectrum Pharmaceuticals Inc)

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