Common use of Acknowledgments and Representations Clause in Contracts

Acknowledgments and Representations. SBMS and AGENT acknowledge that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonably necessary to maintain SBMS' high standards for CRS and other Services, thereby to protect and preserve the goodwill of SBMS' CRS, Services and its Marks. AGENT has read and understands the obligations imposed by the FCC upon CRS licensees and their duties to SBMS as specified in Section 22.9l2 of the FCC's cellular rules. AGENT acknowledges that SBMS' ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. SBMS makes no representation concerning whether said licenses, certificates, and permits will continue to be valid. AGENT agrees that if SBMS is prohibited from, or otherwise ceases selling an Authorized Service in the Area, SBMS may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS and any other Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of SBMS involves business risks and the AGENT'S success in such business will depend primarily upon its abilities and efforts. SBMS expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with SBMS and acknowledges that it has no knowledge of any representations relating to its agency relationship with SBMS by an officer, employee or agent of SBMS that are contrary to the terms herein. AGENT represents to SBMS, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to SBMS in its application for appointment as a nonexclusive, Authorized Agent of SBMS or in any other manner. AGENT and SBMS mutually agree that they shall not have any liability to the other for any lost profits, consequential, or special damages even if advised of the possibility of such damages.

Acknowledgments and Representations. SBMS and AGENT acknowledge FRANCHISEE acknowledges that they have he (or its owners) has read this Agreement and understand COMPANY's Franchise Offering Circular and accept that he (or its owners) understands and accepts the terms, conditions and covenants contained herein in this Agreement as being reasonably necessary to maintain SBMS' COMPANY's high standards for CRS of quality and other Services, thereby service and the uniformity of those standards at all TREATS Stores in order to protect and preserve the goodwill of SBMS' CRS, Services and its the Marks. AGENT has read and understands the obligations imposed by the FCC upon CRS licensees and their duties to SBMS as specified in Section 22.9l2 of the FCC's cellular rules. AGENT FRANCHISEE acknowledges that SBMS' ability to provide CRS and other Services is conditioned upon the continuing validity of he (or its FCC operating license(sowners) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. SBMS makes no representation concerning whether said licenses, certificates, and permits will continue to be valid. AGENT agrees that if SBMS is prohibited from, or otherwise ceases selling an Authorized Service in the Area, SBMS may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS contemplated by this Agreement and recognizes that, like any other Services business, the nature of the business conducted by TREATS Stores may evolve and change over time, that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of SBMS investment in a TREATS Store involves business risks and that the AGENT'S success in such of the venture is largely dependent upon the business will depend primarily upon its abilities and effortsefforts of FRANCHISEE. SBMS COMPANY expressly disclaims the making of, and AGENT FRANCHISEE acknowledges that it he (or its owners) has not received or relied upon, any warranty or guaranty, express or implied, as to the amount revenues, profits, or success of commissions or other gross revenue that it may earn as a result of its agency relationship with SBMS and the business venture contemplated by this Agreement. FRANCHISEE acknowledges that it he (or its owners) has no knowledge of not received or relied on any representations of COMPANY, or its officers, directors, employees or agents, relating to its agency relationship with SBMS the business venture contemplated by an officerthis Agreement, employee or agent of SBMS that are contrary inconsistent with the statements made in COMPANY's Franchise Offering Circular or to the terms herein. AGENT FRANCHISEE further represents to SBMSCOMPANY, as an inducement to its entry into this Agreement, that AGENT FRANCHISEE has made no misrepresentations in obtaining the franchise granted under this Agreement. FRANCHISEE has applied for a franchise to SBMS own and operate a TREATS Store at the location specified hereinbelow, and such application has been approved by COMPANY in its application for appointment as a nonexclusive, Authorized Agent of SBMS or reliance upon all the representations made in any other manner. AGENT and SBMS mutually agree that they shall not have any liability to the other for any lost profits, consequential, or special damages even if advised of the possibility of such damagesapplication.

Acknowledgments and Representations. SBMS a. Executive acknowledges and AGENT acknowledge agrees that they have read the obligations of the Company and Liberty under this Agreement are not funded in any way, and understand that he will have rights only of a creditor based solely on the Company's and accept Liberty's unsecured promise to pay. Because Executive has not made an investment in shares of Common Stock or Liberty Stock, Executive acknowledges and agrees that the terms, conditions he has a right to benefit from further appreciation in such Common Stock or Liberty Stock without risking any capital and covenants contained herein as being reasonably necessary to maintain SBMS' high standards for CRS without the risk of a beneficial owner that the value of property may decline substantially. Executive further acknowledges and other Services, thereby to protect agrees that the grants of Deferred Compensation Per Share Appreciation and preserve the goodwill SAR Per Share Appreciation under this Agreement are not an assurance of SBMS' CRS, Services and its Marks. AGENT has read and understands the obligations imposed continued employment by the FCC upon CRS licensees Company or any of its Affiliates, and their duties to SBMS as specified nothing in Section 22.9l2 this Agreement will affect in any way the rights and obligations of either party under the Employment Agreement. b. Executive represents and warrants that (i) by virtue of his position with the Company or based on information furnished by the Company he is familiar with the business, earnings, condition, properties and business prospects of the FCC's cellular rules. AGENT acknowledges that SBMS' ability Company, (ii) he has had the opportunity to provide CRS ask questions and other Services is conditioned upon request additional information concerning the continuing validity of its FCC operating license(s) business, earnings, condition, properties and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. SBMS makes no representation concerning whether said licenses, certificates, and permits will continue to be valid. AGENT agrees that if SBMS is prohibited from, or otherwise ceases selling an Authorized Service in the Area, SBMS may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation business prospects of the Company and Liberty and that his questions have been answered and that he has received the additional information requested, (iii) he has such knowledge and experience in financial and business matters that he is capable of selling CRS evaluating the merits and any other Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT risks of SBMS involves business risks and the AGENT'S success in such business will depend primarily upon its abilities and efforts. SBMS expressly disclaims the making of, and AGENT acknowledges that it has not received or relied upon, any guaranty, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with SBMS and acknowledges that it has no knowledge of any representations relating to its agency relationship with SBMS by an officer, employee or agent of SBMS that are contrary to the terms herein. AGENT represents to SBMS, as an inducement to its entry entering into this Agreement, (iv) he is an "accredited investor" (as such term is defined in Regulation D promulgated under the Act) and (v) he understands that AGENT has made no misrepresentations to SBMS the Company and Liberty are entering into this Agreement in its application for appointment as a nonexclusivereliance on the acknowledgments, Authorized Agent agreements, representations and warranties of SBMS or Executive set forth in any other mannerthis Agreement. AGENT and SBMS mutually agree that they shall To the extent the issuance of the shares of Common Stock is not have any liability then registered pursuant to the other for any lost profitsAct, consequential, or special damages even if advised of Executive acknowledges and agrees that he will make such additional representations and warranties that the possibility Company may reasonably request to support an exemption pursuant to Section 4(2) of such damagesAct, including with respect to Executive's investment intent, investor status and restrictions on transfer. c. Executive represents and warrants that Executive's total assets (as determined in accordance with 16 C.F.R. ss.s▇. ▇▇1.1(a) through (c) and 801.11) are less than $10,000,000 and his annual net sales (as determined in accordance with 16 C.F.R. ss.s▇. ▇▇1.1(a) through (c) and 801.11) are less than $10,000,000. Executive agrees that upon issuance of Common Stock pursuant to this Agreement he will make the foregoing representation and warranty upon request by the Company prior to the date the Common Stock is issued, to the extent he is able to do so.