Acknowledgments of Seller Sample Clauses

Acknowledgments of Seller. Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on Purchaser and the Business, (ii) Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) Purchaser will be at a substantial competitive disadvantage if Purchaser fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from providing the Restricted Services. Without limiting the foregoing, in the event that a court of competent jurisdiction determines that the Restriction Period exceeds the maximum reasonable and enforceable time period or that the designated area exceeds the maximum reasonable and enforceable area, the Restriction Period or designated area shall be deemed to become and thereafter shall be the maximum time period or area which such court deems reasonable and enforceable.
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Acknowledgments of Seller. Seller understands, acknowledges and agrees that: (i) the decision to sell the Shares to Purchaser has been made by Seller in its sole discretion with the advice of Seller’s professional advisors; (ii) Seller, either alone or with the assistance of its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the sale and purchase contemplated by this Agreement; (iii) the consideration as set forth herein may be less than would be obtained by Seller under other circumstances, including, without limitation, if the Subsidiaries (or any number of the Subsidiaries) were sold to a third party or if Seller was to retain the Shares and sell the Shares at some time in the future; (iv) Seller has completely and carefully read this Agreement and understands its terms and consequences and has had the opportunity to consult with its own counsel, accountant and/or other professional advisors and to obtain advice from any other person or expert that Seller deems relevant; and (v) Seller’s decision to sell the Shares is fully and completely informed.
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Acknowledgments of Seller. Seller hereby acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of Buyer and its Affiliates; (b) the restrictions contained in this Agreement regarding geographical scope, length of term and types of activities restricted are reasonable; (c) the execution and delivery of this Agreement is a mandatory condition precedent to the consummation by Buyer of the transactions provided for in the Purchase Agreement; (d) Seller has no intention of competing with Buyer or any of its Affiliates with respect to the Business within the limitations set forth above; and (e) as an owner of the Company and through his ownership of the Company, Seller has received, either directly or indirectly, adequate and valuable consideration for entering into this Agreement.
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Acknowledgments of Seller. Each Seller acknowledges that (i)any public disclosure of the Confidential Information will have an adverse effect on Company, Purchaser and the Business, (ii) the Company and Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi)the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from engaging in the conduct of the Business.
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Acknowledgments of Seller. Seller hereby acknowledges and agrees that: (a) this Agreement is necessary for the protection of the legitimate business interests of Buyer and its Affiliates, including but not limited to the protection of the goodwill of the Company which Buyer is acquiring; (b) the restrictions contained in this Agreement regarding geographical scope, length of term and types of activities restricted are reasonable; (c) the execution and delivery of this Agreement is a mandatory condition precedent to the consummation by Buyer of the transactions provided for in the Merger Agreement; (d) Seller has no intention of competing with Buyer or any of its Affiliates with respect to the Business within the limitations set forth above; (e) as an owner of the Company and through his ownership of the Company, Seller has received, either directly or indirectly, adequate and valuable consideration for entering into this Agreement. (f) Buyer’s business is national in nature and Buyer contracts with national clients requiring Buyer to do work throughout the United States; (g) Seller acknowledges that the Business of the Company is also national in nature; and (h) Seller acknowledges that this Agreement is not entered into in consideration in whole or in part for any employment relationship or employment contract which is effective for the period after the Closing with Buyer or any Affiliate of Buyer including Rockford Corporation.
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Acknowledgments of Seller. 28 ARTICLE IV Representations and warranties of buyer ............................................................................. 28 Section 4.01 Organization and Authority of Buyer ........................................................................... 29 Section 4.02 No Conflicts; Consents ................................................................................................. 29 Section 4.03
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Acknowledgments of Seller. Seller hereby covenants, acknowledges and agrees that: (a) Seller and Shareholder have developed and acquired certain customer lists, customer records, goodwill and going concern value, business techniques, and other confidential and proprietary information which Seller is selling and conveying to Purchaser under this Agreement and which have unique, unusual and original qualities and features; and (b) The restrictive covenants under this Section 3 do not and shall not constitute an undue or unreasonable hardship to Seller; and (c) If Seller breaches or violates any or all of the restrictive covenants in this Section 3, Purchaser shall suffer immediate and irreparable damage and harm, Purchaser's remedies at law for such breach or violation will be inadequate (and Seller hereby waives the claim or defense that an adequate remedy at law is available), Purchaser shall be entitled to injunctive relief against Seller in addition to an action and judgment for damages, and Seller hereby waives any requirement that Purchaser post a bond or other security for such injunctive relief.
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Acknowledgments of Seller. The Seller acknowledges and agrees that (a) prior to the date hereof, the Seller has developed and has been integral to the operation of the Purchased Assets and the conduct of the Business; (b) the Seller is in possession of and may have continued access to trade secrets of and confidential information relating to the Purchased Assets and the Business; (c) from and after the Closing, the Buyer and Transco will be engaged directly or indirectly in the Business and the operation of the Purchased Assets; (d) the agreements and covenants contained in this Agreement are essential to protect the Business including, without EXECUTION COPY limitation, the goodwill of the Business which, along with the Purchased Assets, are being acquired by the Buyer and Transco pursuant to the Membership Interest Purchase Agreement; (e) the Buyer would not consummate the transactions contemplated by the Membership Interest Purchase Agreement and the other Transaction Agreements but for such agreements and covenants; and (f) the Seller has received and will continue to receive substantial consideration from the Buyer and Transco pursuant to the terms of the Membership Interest Purchase Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby.
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Acknowledgments of Seller 
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Related to Acknowledgments of Seller

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date: a) neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "1933 Act") or which would render the disposition of any Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans; and b) the Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser.

  • REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES Each Seller Party hereby jointly and severally represents and warrants to the Purchasers as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Warranties of Seller With respect to each Transaction, Seller represents and warrants to Buyer on the Trade Date for each Product that such Product complies with any Applicable Program for which the Product is specified as so complying in the Product Order, and on the Delivery Date for each Product that: (i) Seller has good and marketable title to such Product; (ii) Seller has not sold the Product or any Environmental Attribute of the Product to be transferred to Buyer to any other person or entity;

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers represent and warrant to Buyer as follows:

  • REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

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