Certain Understandings. Each of the parties is a sophisticated legal entity or person that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Company Disclosure Schedule), (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective affiliates or representatives other than those expressly set forth in this Agreement, and (iii) the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement.
Certain Understandings. (i) Purchaser has received from Seller certain projections, forecasts and information relating to the Subsidiaries. Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (b) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (c) Purchaser shall not have any claim against Seller, its affiliates or its agents with respect thereto. Accordingly, neither Seller nor any other person makes any representation or warranty with respect to such projections, forecasts and information.
(ii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Subsidiaries, and neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Subsidiaries' businesses in an "as is" condition and on a "where is" basis, without any representation or warranty of any kind, express or implied, except such representations and warranties as are expressly set forth herein.
(iii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to (a) the physical condition or state of repair of any of the Subsidiaries' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereof.
Certain Understandings. Effective as of the Closing and prior to the occurrence of the AIA/ALICO Preferred Redemption with respect to both SPVs:
Certain Understandings. The Advisor acknowledges that the Underwriters are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund. No provision of this Additional Compensation Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of any Underwriter, and the Underwriters are not hereby agreeing, to: (a) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities, or (b) render any opinions, valuations or recommendations of any kind or to perform any such similar services. The Advisor represents and warrants that the profits derived from the Advisory Agreement will not result in a breach of the Advisor's fiduciary duties under Section 36 of the Investment Company Act of 1940, as amended, and accordingly, that the Additional Compensation payable hereunder does not involve an indirect use of the Fund's assets for distribution.
Certain Understandings. The Stockholders understand that the Company makes no representations of any kind concerning its intent or ability to offer or sell any of the Registrable Securities in a public offering or otherwise and that its sole rights to have the Registrable Securities registered under the Act are contained in this Agreement. So long as there are Registrable Securities outstanding and the Company is subject to the reporting requirements of the Act and the Securities E;exchange Act of 1934 (the "Exchange Act"), the Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC hereunder, and will take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable the holders of Registrable Securities without registration under the Act within the limitation of the exemptions provided by (i) Rule 144 under the Act, as such Rule may be amended from time to tune, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the holders of Registrable Securities, the Company will deliver to the holders of Registrable Securities a written statement as to whether it has complied with such information requirements.
Certain Understandings. This Agreement does not constitute a partnership or joint venture among the parties.
Certain Understandings. Each of the Parties acknowledges and agrees that it is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement.
Certain Understandings. Each of the parties hereto is a sophisticated Person that was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Accordingly, each of the parties hereto hereby acknowledges that the Parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement.
Certain Understandings. Each of the parties is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, it has performed a comprehensive due diligence investigation of the business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(a) hereof Buyer will have access to the properties, books and records of the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Schedules hereto) and other documents delivered at the Closing, (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement or in documents delivered at the Closing, and (iii) the parties' respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. Subject to the last sentence of Section 7.6, none of Seller, the Company, nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any information not contained in this Agreement (including, without limitation, any offering memorandum, brochure or other publication provided to Buyer, and any other document or information provided to Buyer in connection with the sale of the Securities). Notwithstanding anything contained herein to the contrary, neither the Company nor Seller makes any representation, warranty or covenant of any kind with respect to any projections, estimates or budgets heretofore delivered to or made available to Buyer, except as set forth in Sections 4.1(a), 4.1(c), 4.1(j), 4.1(l) and 4.1(p) of this Agreement, of future revenues, expenses or expenditures, future results of operati...
Certain Understandings. Each of the Parties hereto is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each of the Parties hereto hereby acknowledges that (1) there are no representations or warranties by or on behalf of any Party hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement and as set forth in the certificates to be delivered pursuant to Section 5; (2) no Party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Disclosure Schedule) and as set forth in the certificates to be delivered pursuant to Section 5; and (3) the Parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement.
