Acknowledgment by the Parties Sample Clauses

Acknowledgment by the Parties. (a) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES BY THE OTHER PARTIES SET FORTH IN THIS AGREEMENT AND ANY CERTIFICATE DELIVERED HEREUNDER, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE OTHER PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE FINANCIAL CONDITION OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE PURCHASED SUBSIDIARIES OR THEIR SUBSIDIARIES OR ANY OTHER PERSON) ARE SPECIFICALLY DISCLAIMED BY THE PARTIES. (b) In connection with each Party’s investigation of the other Party, a Party may have received certain projections from or on behalf of the other Party. Each Party hereto acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that the receiving Party is familiar with such uncertainties. Except as expressly set forth in this Agreement, neither Party makes any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

Acknowledgment by the Parties. Each of the Parties herby acknowledges that attorneys and other employees of Horn & Co., Law Offices (the “Firm”) represent and provide legal counsel and services to both Parties and to certain shareholders of the Company, both in connection with this Agreement and in connection with other matters. Each of the Parties hereby irrevocably waives any and all claims in connection with conflict of interest by the Firm or anyone on the Firm’s behalf (including Firm’s employees, consultants and service providers) and acknowledges that the Firm may freely represent and provide services to any of the Parties without any limitation

Acknowledgment by the Parties. Landlord and Tenant understand, ----------------------------- agree and acknowledge that: a. This Lease has been freely negotiated by both parties; and b. That, in any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

Acknowledgment by the Parties. The Parties acknowledge the following: A. HHSC has no control over the means, methods, or sequencing of the project design or construction. B. HHSC is not a party to and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and Architect/Engineer Team (A/E Team) relating to the project design or construction with the sole and exclusive exceptions of (i) HHSC shall be named as an additional insured and named as an indemnitee as required herein, and (ii) HHSC shall approve all plans and specifications generated during each phase of the design for the construction of 72 beds at Baptist Beaumont Hospital according to the terms specified below in “Grantee’s Responsibilities.” C. HHSC is not a party to, and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and any contractor or construction manager relating to the project design or construction; provided, however, HHSC shall be named as an additional insured and named as an indemnitee as required herein.

Acknowledgment by the Parties. A. The Health and Human Services Commission (HHSC) acknowledges that it has limited control over the means, methods, or sequencing of the project design or construction. B. HHSC is not a party or third-party beneficiary to any contracts between the Grantee and design teams, architects, or engineers. However, HHSC shall be an express beneficiary of the additional insured and indemnitee provisions required. C. HHSC is not a party or third-party beneficiary to any contracts between the Grantee and contractors or construction managers. However, HHSC shall be an express beneficiary of the additional insured and indemnitee provisions required.

Acknowledgment by the Parties. The Parties acknowledge the following: A. HHSC has no control over the means, methods, or sequencing of the project design or construction. B. HHSC is not a party to and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and Architect/Engineer Team (A/E Team) relating to the project design or construction with the sole and exclusive exceptions of HHSC shall be named as an additional insured and named as an indemnitee as required herein for the construction of 8 beds at Clarity Child Guidance Center according to the terms specified below in “Grantee’s Responsibilities.” C. HHSC is not a party to, and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and any contractor or construction manager relating to the project design or construction; provided, however, HHSC shall be named as an additional insured and named as an indemnitee as required herein.

Acknowledgment by the Parties. Each party understands that the representations and warranties of the other parties will not survive the Closing (except as expressly set forth in Sections 9.1, 9.2, 9.3 and 9.4) and constitute the sole and exclusive representations and warranties of such other parties in connection with the transactions contemplated hereby, and each party understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the Company Subsidiaries) are specifically disclaimed by the other parties.

Acknowledgment by the Parties. Each of the undersigned acknowledges having read this Agreement in its entirety before signing, including the confidentiality clause set forth in Section 8.11.

Acknowledgment by the Parties. The Parties acknowledge the following: A. HHSC has no control over the means, methods, or sequencing of the project design or construction. B. HHSC is not a party to and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and Architect/Engineer Team (A/E Team) relating to the project design or construction with the sole and exclusive exceptions of (i) HHSC shall be named as an additional insured and named as an indemnitee as required insured as required in Article 5 of the Texas Uniform General Conditions for Construction Contracts with HHSC Supplementary General Conditions (Attachment D) and (ii) HHSC shall approve all plans and specifications generated during each phase of the design for the construction of 6 beds at Methodist Children's Hospital Dba Covenant Children's Hospital according Respons C. HHSC is not a party to, and has no control over the details of, nor has any administrative or supervisory role with regard to any contract between Grantee and any contractor or construction manager relating to the project design or construction; provided, however, HHSC shall be named as an additional insured and named as an indemnitee as required Article 5 of the Texas Uniform General Conditions for Construction Contracts with HHSC Supplementary General Conditions (Attachment D).

Acknowledgment by the Parties. The Company, on the one hand, and Parent and the Surviving Corporation, on the other hand, understands that the representations and warranties of the other parties will not survive following the one-year anniversary of the Effective Time and constitute the sole and exclusive representations and warranties of the other parties in connection with the transactions contemplated hereby. Each party to this Agreement understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, any relating to the future or historical financial condition, results of operations, assets or liabilities of the) are specifically disclaimed by each other party.