Acknowledgements by each Seller Sample Clauses

Acknowledgements by each Seller. (a) Each Seller acknowledges that, prior to the date hereof, it has had access to and become familiar with the following, any and all of which constitute confidential information of the Buyer upon consummation of the transactions contemplated by the Purchase Agreement (collectively, the “Confidential Information”): (i) product and service specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs, database technologies, systems, structures architectures processes, improvements, devices, know-how, discoveries, concepts, methods, and any other information, however documented, related to the Purchased Assets or Assumed Liabilities, including information that is a trade secret under applicable law; (ii) information concerning the Purchased Assets and Assumed Liabilities, including historical financial statements, financial projections and budgets, historical and projected sales, product pricing and profit margins, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques, however documented; (iii) any and all notes, analysis, compilations, studies, summaries and other material prepared by or for any Seller, their respective Affiliates or the Business containing or based, in whole or in part, upon any information included in the foregoing and (iv) trade secrets of any Seller or their Affiliates related to the Purchased Assets or Assumed Liabilities. Confidential Information shall not include any information that is or becomes generally publicly known other than as a result of disclosure by any Seller or any of their representatives, affiliates or agents (the “Representatives”) in breach of this Agreement.
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Related to Acknowledgements by each Seller

  • Representations and Warranties by Each Party Each Party represents and warrants to the other as of the Effective Date that:

  • Representations by Company Except with the prior written consent of the Trust, the Company shall not give any information or make any representations or statements about the Trust or the Funds nor shall it authorize or allow any other person to do so except information or representations contained in the Trust's Registration Statement or the Trust's Prospectuses or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in writing by the Trust or its designee in accordance with this Article V, or in published reports or statements of the Trust in the public domain.

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Representations and Warranties by Executive The Executive represents and warrants that he is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit the Executive’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements, non-solicitation agreements or confidentiality agreements.

  • Representations and Warranties by Employee Employee represents and warrants to the Company that the execution and delivery by Employee of this Agreement do not, and the performance by Employee of Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Employee or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which Employee is a party or by which Employee is or may be bound.

  • Representations and Warranties by the Executive The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not, and the performance by the Executive of the Executive's obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound.

  • REPRESENTATIONS AND WARRANTIES BY BUYER Buyer represents and warrants to Seller as follows:

  • Representations and Warranties by the Employee The Employee represents and warrants to the Employer that the execution and delivery by the Employee of this Agreement do not, and the performance by the Employee of the Employee’s obligations hereunder will not, with or without the giving of notice or the passage of time, or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Employee; or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement to which the Employee is a party or by which the Employee is or may be bound.

  • Representations and Warranties by Seller Seller represents and warrants to Buyer as follows:

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