Common use of Acknowledgement Regarding Transactions Clause in Contracts

Acknowledgement Regarding Transactions. Spectrum, on behalf of itself and its Affiliates, acknowledges and agrees that CTI is acting solely in the capacity of a good faith, arm’s length seller with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Spectrum, on behalf of itself and its Affiliates, further acknowledges that CTI is not acting as a financial advisor or fiduciary of 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 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 CTI’s sale of the Conveyed Assets and CTI’s entry into this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Spectrum’s decision to enter into this Agreement has been based solely on the independent evaluation of Spectrum and its board of directors of the transactions contemplated by and in this Agreement and the other Transaction Documents.

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. Spectrum, on behalf of itself and its Affiliates, CTI acknowledges and agrees that CTI Spectrum is acting solely in the capacity of a good faith, arm’s length seller purchaser with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Spectrum, on behalf of itself and its Affiliates, CTI further acknowledges that CTI Spectrum is not acting as a financial advisor or fiduciary of Spectrum or any of its Affiliates 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 CTI 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 CTIthe Company’s sale purchase of the Conveyed Assets and CTIthe Company’s and Spectrum’s entry into this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. SpectrumCTI’s decision to enter into this Agreement has been based solely on the independent evaluation of Spectrum 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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