Common use of Independent Appraisal Clause in Contracts

Independent Appraisal. (a) Such Seller acknowledges that Purchaser may be in possession of material, nonpublic information relating to Symbotic and Symbotic Holdings and any of their respective Affiliates and Subsidiaries. Such Seller further acknowledges and agrees that Purchaser has no obligation to disclose to such Seller any such material, nonpublic information except as may be required for a representation and warranty of Purchaser hereunder to be accurate and correct. Such Seller further acknowledges that (i) it is not relying on there having been disclosed any such material or potentially material information which is not disclosed, and (ii) any such information may be materially adverse to such Seller’s interests. Such Seller further acknowledges that it is prepared to sell the Subject Shares to Purchaser on the foregoing basis and hereby waives any right to rescind or invalidate the sale of the Subject Shares to Purchaser or to seek any damages or other remuneration from Purchaser based on the possession of any such material, nonpublic information by Purchaser.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cohen Richard B), Stock Purchase Agreement (Ladensohn David A), Stock Purchase Agreement (Softbank Group Corp.)

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Independent Appraisal. (a) Such Seller Purchaser acknowledges that Purchaser Sellers may be in possession of material, nonpublic information relating to Symbotic and Symbotic Holdings and any of their respective Affiliates and Subsidiaries. Such Seller Purchaser further acknowledges and agrees that Purchaser neither Xxxxxx has no any obligation to disclose to such Seller Purchaser any such material, nonpublic information except as may be required for a representation and warranty of Purchaser such Seller hereunder to be accurate and correct. Such Seller Purchaser further acknowledges that (i) it is not relying on there having been disclosed any such material or potentially material information which is not disclosed, and (ii) any such information may be materially adverse to such SellerPurchaser’s interests. Such Seller Purchaser further acknowledges that it is prepared to sell purchase the Subject Shares to Purchaser from Sellers on the foregoing basis and hereby waives any right to rescind or invalidate the sale purchase of the Subject Shares to Purchaser from Sellers or to seek any damages or other remuneration from Purchaser Sellers based on the possession of any such material, nonpublic information by PurchaserSellers.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Ladensohn David A), Stock Purchase Agreement (Cohen Richard B), Stock Purchase Agreement (Softbank Group Corp.)

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