Acknowledgment by Seller. Seller acknowledges that the Company's Common Stock is publicly-traded on the American Stock Exchange and that the Purchase Price of the Securities may bear no relation to the future market value or book value of the Common Stock. Seller further acknowledges that it has reviewed the Company's Form 10-K for the fiscal year ended December 31, 2006 and its Form 10-Q for the quarter ended March 31, 2007. Seller further acknowledges that it is not relying on any oral or written information or representations from the Company or any other person, including representatives of the Company in connection with its decision to enter into this Agreement, including the Company's financial condition, prospects, present or future results of operations, business plans or the potential for future appreciation in the Company's Common Stock.
Acknowledgment by Seller. Seller represents that Seller has carefully read and considered the provisions of Section 3.07 and Section 3.08, and, having done so, acknowledges and agrees that the restrictions set forth in Section 3.07 and Section 3.08 are fair and reasonable for the protection of the legitimate business interests of the Buyer, including its subsidiaries.
Acknowledgment by Seller. Seller has carefully read and considered the provisions of this Section 2.01(k), and, having done so, acknowledges and agrees that the restrictions set forth in this Section 2.01(k), including the Restriction Period, are fair and reasonable and are reasonably required for the protection of the interests of the Company and its parent or subsidiary corporations, officers, directors, members, and all other employees of the Company.
Acknowledgment by Seller. Seller hereby acknowledges that the aggregate gross proceeds from Purchaser’s initial public offering (“IPO”), including the proceeds received upon the consummation of the exercise of the over-allotment option, the proceeds received from a private placement that closed simultaneously with the first closing of the IPO and any accrued interest not released to Purchaser in accordance with the terms of the IPO, was placed in a trust account (the “Trust Account”) for the benefit of Purchaser’s public stockholders. Seller further hereby acknowledges and agrees that Seller does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account established by Purchaser and hereby waives any right, title, interest and claim Seller may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Purchaser and will not seek recourse against the Trust Account for any reason whatsoever.
Acknowledgment by Seller. To the extent that any representation or warranty of Purchaser made herein is, to Seller’s Knowledge as of the Closing Date, inaccurate and Seller nonetheless elects to proceed with Closing, then (a) Seller shall not be able to seek indemnification for any damage arising from such inaccurate representation or warranty to the extent of Seller’s Knowledge of such breach at Closing, (b) any such representation or warranty by Purchaser shall be deemed amended to the extent necessary to make it consistent with Seller’s Knowledge at Closing, and (c) Seller shall be deemed to have waived its right to indemnification with respect to the breach of such representations or warranties to the extent of Seller’s Knowledge at Closing.
