Independent Transaction Sample Clauses

Independent Transaction. Each party to this Agreement hereby represents, warrants, acknowledges and covenants that, notwithstanding any other provision of this Agreement, and notwithstanding any role by Broker or Pershing or any of its affiliates, directors, officers, agents, employees, counsel, accountants, advisors or representatives in referring Debtor to Secured Party, or Secured Party to Debtor, in respect of any loan or other transaction, including any transaction contemplated by this Agreement or to which this Agreement relates (each a “Referral”): (a) each of Debtor and Secured Party is making an independent determination and evaluation as to whether, and on what terms, to engage in any transaction with the other (including in respect of the execution, delivery and performance of this Agreement), (b) Broker is not acting as representative or in any representational capacity for or on behalf of Secured Party, and is not acting as agent or broker for Secured Party except as specifically provided herein, and (c) Broker and Pershing do not make any representation or warranty of any type whatsoever to Secured Party with respect to any information concerning Debtor which Secured Party may obtain from Debtor, Broker or Pershing or any other person (including any statements, confirmations or other information sent to Secured Party pursuant to Section 2.3 hereof), and Broker and Pershing shall have no obligation or responsibility to ascertain the accuracy of, or update in any respect, any such information.
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Independent Transaction. This Agreement, and any investment made by any Purchaser hereunder, is independent of any other agreement or understanding that the Company (i) may have previously entered into with any Purchaser, or an affiliate of any Purchaser, or (ii) may hereafter enter into with any Purchaser, or any affiliate of a Purchaser. The Company and the Purchasers agree and acknowledge that the Company may hereafter enter into arrangements or agreements with one or more of the Purchasers (or their affiliates), including joint venture agreements, subscription agreements, or operating agreements, and that such arrangements or agreements shall have no effect on the terms of this Agreement or be conditioned upon the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or anything to the contrary herein, each Purchaser agrees and acknowledges that such Purchaser shall not participate in the Company’s next underwritten public offering occurring within six (6) months following the date of the Initial Closing in which the Company issues common stock.
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Independent Transaction. The decision by Pollak to enter into this Agreement and to consummate the Exchange xxxxxmplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.
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Independent Transaction. The decision by Feldman to enter into this Agreement and to consummate the Exchanxx xxxxemplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.
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Independent Transaction. Neither the Todd Xxxtribution nor the SEG Contribution is a condition precedent to the 4MC Contribution. The 4MC Contribution may take place before, after, or concurrently with the Todd Xxxtribution and/or the SEG Contribution.
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Independent Transaction. Each shipment of Product hereunder shall constitute a separate and independent transaction and NVX shall be entitled to payment for each such shipment without reference to any other. Notwithstanding the foregoing, the Parties shall be entitled to reflect in the invoices any appropriate credits or similar adjustments thereto. [*] Confidential information has been omitted and filed separately with the Commission.
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Independent Transaction. The decision by EGI to enter into this Agreement and to sell the Shares contemplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.
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Independent Transaction. The decision by Bedford to enter into this Agreement and to sell the Shares Sold contemplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.
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Related to Independent Transaction

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Consolidation, Merger or Certain Other Transactions The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

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