Acknowledgment and Representation Sample Clauses

Acknowledgment and Representation. Each Party understands that the Services provided hereunder are transitional in nature. Each Party understands and agrees that the other Party is not in the business of providing Services to Third Parties and, except as set forth in Section 6.2, that neither Party has any interest in continuing (i) any Service beyond the Service Term for such Service or (ii) this Agreement beyond the expiration of all Service Terms, the Outside Date, or the earlier termination of all Services in accordance with Article VI. As a result, the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that each Party is not in the business of providing Services to Third Parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and neither Party would be able or willing to provide the Services without the protections provided by such allocations and limitations. During the term of this Agreement, the Service Recipient agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems to enable a transition to its own internal organization or other Third-Party providers of the Services and agrees to use its reasonable good faith efforts to reduce or eliminate its and its Affiliates’ dependency on the Service Provider’s provision of the Services as soon as is reasonably practicable.

Acknowledgment and Representation. The Holder, by acceptance of this Warrant, acknowledges that this Warrant and the Warrant Shares which may be issued pursuant hereto have not been registered under the Securities Act or applicable state securities laws. The Holder, by acceptance of this Warrant, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. Any exercise hereof by the Holder shall constitute a representation by the Holder that the Holder is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state securities laws.

Acknowledgment and Representation. Saol understands that Kamada would not have entered into the Asset Purchase Agreement and acquired the Acquired Assets and assumed the Assumed Liabilities, without reliance on Saol’s agreement to provide the Transition Services in accordance with the terms of this Agreement.

Acknowledgment and Representation. Precept understands that Seller is not in the business of providing Services to third parties and has no long-term interest in continuing the provision of any or all of the Services under this Agreement. Precept agrees to transition to its own internal organization or other third party suppliers for the provision of each of the Services as promptly as reasonably practicable.