ACKNOWLEDGEMENTS BY THE PURCHASER Sample Clauses

ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges and agrees that:
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ACKNOWLEDGEMENTS BY THE PURCHASER. 30.1 The Seller and the Purchaser acknowledges that the sale is subject to the following terms and conditions;
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ACKNOWLEDGEMENTS BY THE PURCHASER. (t) The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Blocker Corps, the Company and its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely on the results of its own independent investigation and verification without reliance on any Seller (including the Representative), any Blocker Corp, the Company, any Subsidiary of the Company, or any past, present or future equityholder, officer, director, member, manager, employee, agent, representative or Affiliate of any of the foregoing (collectively, the “Specified Persons”) or any information, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or representatives in certain “data rooms,” confidential information memoranda or management presentations (including the Confidential Information Presentation prepared by Hxxxxxxx Lxxxx Capital, Inc. dated December 2012 (the “Information Presentation”))or otherwise in expectation of, or in connection with, the transactions contemplated by this Agreement, or any discussions with respect to any of the foregoing, except for the representations and warranties (i) of the Company expressly and specifically set forth in ARTICLE II regarding the Company and its Subsidiaries, (ii) of AQ Seller expressly and specifically set forth in ARTICLE III regarding AQ Seller, (iii) of each Blocker Seller expressly and specifically set forth in ARTICLE IV regarding such Seller and (iv) of each Blocker Corp expressly and specifically set forth in ARTICLE V regarding such Blocker Corp, in each case of (i) through (iv), as qualified by the Disclosure Schedules and in accordance with their respective express terms and conditions, which constitute the sole and exclusive representations, warranties and statements of any kind to the Purchaser in connection with the transactions contemplated by this Agreement, and the Purchaser understands, acknowledges and agrees that all other representations, warranties and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of any Blocker Corp, the Company or any of its Subsidiaries, or the quality, quantity o...
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ACKNOWLEDGEMENTS BY THE PURCHASER. (a) Other than the representations and warranties expressly set forth in the NET Contribution Agreement, the representations and warranties of the Company and NEP expressly and specifically set forth in Article III constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the Company, NEP, and their respective Affiliates and Representatives in connection with the transactions contemplated by this Agreement, and none of the Company, NEP, or any of their respective Affiliates or Representatives has made, and the Purchaser has not relied on, any other representations, warranties, or statements (including by omission) of any kind or nature, whether oral or written, express or implied, statutory or otherwise, as to any matter concerning the Company Entities or their respective Affiliates or Representatives, the Purchased Units, the Issued NEP Common Units, the Assets, the accuracy or completeness of any information provided to (or otherwise obtained by) the Purchaser or its Affiliates or Representatives or in connection with the transactions contemplated by this Agreement.
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ACKNOWLEDGEMENTS BY THE PURCHASER. 14.1 The PURCHASER acknowledges that:
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ACKNOWLEDGEMENTS BY THE PURCHASER. (a) The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of the Xxxxxxxxxx Entities and the System (including the assets, financial condition, results of operations and prospects thereof). The Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in the evaluation and purchase of companies, property and assets such as the Xxxxxxxxxx Entities and the System, the System contemplated hereunder. The Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed reasonably necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and has relied solely upon its own investigation and the express representations and warranties set forth in this Agreement. The Purchaser acknowledges that the Xxxxxxxxxx Entities have given the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating the transactions contemplated herein.
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ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges that he is aware of and insofar as may be necessary consents to and agrees to be bound by the matters hereinafter set forth, namely:
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ACKNOWLEDGEMENTS BY THE PURCHASER. 37 9.1 Acknowledgements by the Purchaser 37 ARTICLE 10 PURCHASER’S WARRANTIES 38 10.1 Purchaser’s Warranties 38 ARTICLE 11 ACTIONS TOWARDS CLOSING 39 11.1 Due Diligence 39 11.2 Conduct up to Closing Date 39 ARTICLE 12 SELLER’S ASSIGNEES 41 ARTICLE 13 COSTS 42 ARTICLE 14 ENTIRE AGREEMENT 42 14.1 Entire agreement 42 ARTICLE 15 CONTINUING EFFECT 43 15.1 Continuing Effect 43 15.2 Invalidity 43 ( ii ) 16.1 Amendments 43 16.2 Waivers 43
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Related to ACKNOWLEDGEMENTS BY THE PURCHASER

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Acknowledgments by the Employee The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) since the Employee possesses substantial expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Compensation provided to Employee hereunder constitutes good and sufficient consideration for the Employee's agreements and covenants in this Section 7; and (e) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company the following:

  • ACKNOWLEDGMENTS BY THE EXECUTIVE The Executive acknowledges that (a) prior to and during the Employment Period and as a part of his employment, the Executive has been and will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) because the Executive possesses substantial technical expertise and skill with respect to the Employer’s business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • 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.

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. SIGNATURE PAGE OF INVESTMENT AGREEMENT Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. DUTCHESS PRIVATE EQUITIES FUND, LTD. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director XXXXX XXXXXXX RACING STABLES, INC. By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

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