Relationship of the Purchaser and the Seller, Etc Sample Clauses

Relationship of the Purchaser and the Seller, Etc. (a) The Parties acknowledges and agrees that: (i) the Seller is acting solely in the capacity of a seller respecting this Agreement and the other Purchase Documents; (ii) the sole relationship of the Seller with the Purchaser under the Purchase Documents is that of arm's-length seller and purchaser, respectively, and no term or provision of this Agreement or any other Purchase Document is intended to create, nor shall any such term or provision be deemed or construed to have created, any joint venture, partnership, trust, agency or other fiduciary or advisory relationship with the Purchaser, any of its subsidiaries, or any of their respective Affiliates; (iii) the Purchaser is experienced in the ownership, operation and financing of its current and contemplated business, assets and properties; (iv) the Purchaser has independently and fully reviewed and evaluated the Purchase Documents, the transactions contemplated thereunder and the potential effects of such transactions on the assets, business, operations, properties and condition (financial or otherwise) of each of the Purchaser, SPG and the subsidiaries and Affiliates of the Purchaser (if any), which review and evaluation was made together with counsel and (to the extent deemed prudent by the Purchaser) financial and other advisors to the Purchaser; and (v) neither the Purchaser nor any of its Affiliates is relying upon (A) the expertise, business acumen or advice of the Seller in connection with any aspect of the ownership, operation or financing of its business, assets or properties or its condition (financial or otherwise), or (B) any oral or written advice, analysis or assurance of any kind whatsoever from the Seller. (b) The Purchaser acknowledges and agrees that the Seller, its Affiliates and its Representatives may be providing debt financing, equity capital or other services (including SPAR Business services) to other companies or Persons in respect of which the Purchaser may have conflicting interests regarding the transactions described herein and otherwise. The Purchaser also acknowledges and agrees that neither the Seller nor any of its Affiliates or Representatives has any obligation to use in connection with the transactions contemplated by any Purchase Document, or to advise the Purchaser of, or furnish to the Purchaser, any confidential or other information obtained by the Seller or any of their Affiliates or Representatives from or with respect to other transactions, companies or Perso...
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Related to Relationship of the Purchaser and the Seller, Etc

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Liability of the Company and the Master Servicer The Company and the Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company or the Master Servicer, as applicable, herein.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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