Acknowledgment of the Parties. The Parties stipulate that the payment obligations set forth in this Article 4 are reasonable in light of the anticipated harm and the difficulty of estimation or calculation of actual damages and waive the right to contest such payments as an unreasonable penalty. If either Party fails to pay amounts in accordance with this Article 4 when due, the other Party shall have the right to: (a) suspend performance until such amounts plus interest at the Interest Rate have been paid, and/or (b) exercise any remedy available at law or in equity to enforce payment of such amount plus interest at the Interest Rate. With respect to the amount of such damages only, the remedy set forth in this Article 4 shall be the sole and exclusive remedy of the Parties for the failure of Seller to sell and deliver, and Buyer to purchase and receive, the Contract Quantity and all other damages and remedies are hereby waived. Disagreements with respect to the calculation of damages pursuant to this Article 4 shall be submitted to arbitration in accordance with the arbitration procedures set forth in Section16.9.
Acknowledgment of the Parties. Each of the parties hereto acknowledges that (i) it has been represented by counsel in the negotiation and documentation of the terms of this Agreement, (ii) it has had full and fair opportunity to review and revise the terms of this Agreement, (iii) this Agreement has been drafted jointly by all of the parties hereto, and (iv) neither Administrative Agent nor any Lender or other agent has any fiduciary relationship with or duty to the Borrower or its Affiliates arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent, the other agents and Lenders, on one hand, and the Borrower and its Affiliates, on the other hand, in connection herewith or therewith is solely that of debtor and creditor.
Acknowledgment of the Parties. Lessor and lessee acknowledge that parties have entered into separate Commercial Lease Agreements for those certain portions of the Building commonly known as 1110 Manhattan Avenue, Manhattan Beach, California ("Upxxxxxx Xxxxx") xxx 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxn Beach, California. Said Leases hxxx xxxxxxxxxxxxx xxxxxxx xx xxxxxx xxx original terms of the Leases through 2012.
Acknowledgment of the Parties. Each of the Parties acknowledges that: (i) it has relied on its own independent investigation, and has not relied on any information or representations furnished by any other Party or any representative or agent thereof in determining whether or not to enter into this Settlement Agreement (other than the representations set forth in this Settlement Agreement), including any tax consequence or liability related to or resulting from the Payment; (ii) it has conducted its own due diligence in connections therewith, as well as undertaken the opportunity to review information, ask questions and receive satisfactory answers concerning the terms and conditions of this Settlement Agreement; and (iii) it possesses the knowledge, experience and sophistication to allow it to fully evaluate and accept the merits and risks of entering into the transactions contemplated by this Settlement Agreement.
Acknowledgment of the Parties. (a) Except for the representations and warranties contained in this Agreement (as qualified by the Disclosure Schedule), the Transaction Documents, the Letters of Transmittal, the Exchange Documents, and any certificate or instrument delivered hereunder or thereunder, neither the Company, the Subsidiary, the Shareholders, the Shareholder Representative, the Purchaser, the Parent nor the Merger Sub makes any express or implied representation or warranty, including without limitation any such representation or warranty with respect to or relating to the Company and its Subsidiary, the Purchaser, the Parent, the Merger Sub, the execution and delivery of this Agreement and the transactions contemplated by this Agreement (including the Disclosure Schedule).
Acknowledgment of the Parties. The Parties acknowledge that each has either had his attorney review the terms of this Agreement or has had the opportunity to present this Agreement to their attorney and that each Party fully understands the terms of this Agreement and that he voluntarily accepts said terms.
Acknowledgment of the Parties. (a) Each Party hereby stipulates that the payment obligations set forth in Section 5.2 are reasonable in light of the anticipated harm and the difficulty of estimation or calculation of actual damages and each Party hereby waives the right to contest such payments as an unreasonable penalty. The remedy set forth in Section 5.2(a) shall be the sole and exclusive remedy of the Buyer under Section 5.2.
Acknowledgment of the Parties. The parties hereto hereby acknowledge and agree that beginning at a mutually agreed time prior to December 31, 2011, Irish Holdings, the Administrative Agent and the Lenders shall discuss, in good faith, any appropriate changes to the Minimum Cash Liquidity, Minimum Consolidated Interest Charges Coverage Ratio and Maximum Consolidated Leverage Ratio covenants applicable to periods ending after December 31, 2011.
Acknowledgment of the Parties. Each of the parties hereto expressly agrees and acknowledges that after the Closing, such party's sole and exclusive remedies with respect to any and all claims under this Agreement shall be pursuant to Section 7.11 and this Article 11, except that specific performance with respect to breaches of covenants may be sought as provided in Section 12.13(d).
Acknowledgment of the Parties. No Reliance. Each of Purchaser and SH Parent, on its own behalf and on behalf of its Affiliates, acknowledges and agrees that (i) neither the Sellers, Xxxxxxx Holdings nor any Company Group Member makes any representation or warranty, express or implied, in respect of the Membership Interests, the Sellers, Xxxxxxx Holdings, any of the Company Group Members or any of their respective assets, liabilities or operations other than the representations and warranties expressly set forth in Article 3 and Article 4, each as qualified by the Disclosure Schedules, and (ii) neither the Purchaser, SH Parent nor any of their Affiliates has relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by any Person (including in any data room, confidential information memorandum, management presentation or projections) on behalf of the Sellers, Xxxxxxx Holdings or any of the Company Group Members, other than the representations and warranties expressly set forth in Article 3 and Article 4, each as qualified by the Disclosure Schedules (it being understood that the Purchaser, SH Parent and their Affiliates have only relied on such express representations and warranties). In addition, each of the Purchaser and SH Parent, on its own behalf and on behalf of its Affiliates, waives all rights and claims it or they may have against the Sellers and the Company Group Members with respect to the accuracy of, any omission or concealment of, or any misstatement with respect to, any potentially material information regarding the Membership Interests, the Sellers, Xxxxxxx Holdings, the Company Group Members or any of their respective assets, liabilities, or operations, except as expressly set forth in Article 3 and Article 4, each as qualified by the Disclosure Schedules. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NONE OF THE SELLERS, XXXXXXX HOLDINGS OR ANY OF THE COMPANY GROUP MEMBERS MAKES OR PROVIDES, AND THE PURCHASER AND SH PARENT HEREBY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF ANY ASSETS OF ANY COMPANY GROUP MEMBER. In connection with the Purchaser’s and SH Parent’s investigation of the Company Group Members, the Purchaser and SH Parent have received or may receive certain projections, including projected statements of operating revenues and income from operati...
