Seller Acknowledgement Clause Samples

Seller Acknowledgement. Seller agrees to pay a 10% commission to Furrow Auction Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Knoxville, TN 37932.

Seller Acknowledgement. Seller acknowledges and understands that while the marketing services selected above will facilitate the showing and sale of the Property, there are risks associated with allowing access to and disseminating information about the Property that are not within the reasonable control of the Firm, including but not limited to: (i) unauthorized use of a lock/key box, (ii) control of visitors during or after a showing or an open house, (iii) inappropriate use of information about the Property placed on the Internet or furnished to any listing service in which the Firm participates. Seller therefore agrees to indemnify and hold harmless Firm from any damages, costs, attorneys’ fees and other expenses as a result of any personal injury or property loss or damage to Seller or any other person not caused by Firm’s negligence arising directly or indirectly out of any such marketing services.

Seller Acknowledgement. Seller acknowledges and understands that while the marketing services selected above will facilitate the showing and sale of the Property, there are risks associated with allowing access to and disseminating information about the Property that are not within the reasonable control of the Firm, including but not limited to: (i) unauthorized use of a lock/key box, (ii) control of visitors during or after a showing or an open house, including the taking and use of photographs and videos of the Property (iii) inappropriate use of information about the Property placed on the Internet or furnished to any listing service in which the Firm participates, and (iv) information about the Property placed on the Internet by or through any listing service in which the Firm participates which is inaccurate or dated. Seller therefore agrees to release and discharge Firm and Firm’s agents from any and all claims, demands, rights and causes of action of whatsoever kind and nature not caused by Firm’s negligence arising directly or indirectly out of any such marketing services. WARNING: IT MAY BE A CRIME UNDER FEDERAL AND STATE LAWS TO LISTEN TO OR RECORD AN ORAL COMMUNICATION THROUGH THE USE OF ANY ELECTRONIC, MECHANICAL, OR OTHER DEVICE WITHOUT THE CONSENT OF A PARTY TO THAT COMMUNICATION. If there is a video/audio/surveillance device(s) on the Property, Seller is advised: (i) that no audio surveillance device may be turned on during any showings, open houses, investigations, examinations or inspections of the Property; and (ii) that the placement of any video surveillance device should not violate a visitor’s reasonable expectation of privacy.

Seller Acknowledgement. Each Seller acknowledges that: (a) its sale, transfer, assignment, grant and conveyance of the Transferred Rights to the Buyer is irrevocable; (b) such Seller shall have no recourse to the Transferred Rights; and (c) such Seller shall have no recourse to the Buyer, except for the Buyer’s breaches of its representations, warranties or covenants, in each case as expressly stated in this Agreement and the Related Assignment and Assumption.

Seller Acknowledgement. Seller acknowledges that it has reviewed and understands the terms of this Exchange Agreement and the relevant provisions of the Business Combination Agreement and has consulted, as Seller has deemed advisable, with its own attorneys, accountants or investment advisors with respect thereto. Seller hereby acknowledges that in accordance with the terms of this Exchange Agreement and the Business Combination Agreement, Seller shall receive the consideration set forth in this Exchange Agreement and the Business Combination Agreement and has no right to any consideration (in cash or otherwise) beyond the consideration specified herein and therein. Seller hereby consents to the amounts and form of consideration specified in this Exchange Agreement and the Business Combination Agreement and irrevocably waives any potential rights, claims or actions with respect thereto, irrespective of any other consideration which any other shareholder of the Company may be entitled to under the Business Combination Agreement and any share exchange agreement entered into between the Company and such other shareholder.

Seller Acknowledgement. Seller (on behalf of itself and the Selling Affiliates) acknowledges that the development of the Products is uncertain and that the Buyer Parties may not achieve the results requiring payment of the Development and Regulatory Milestone Payments, Commercial Milestone Payments, or Royalties. Seller (on behalf of itself and the Selling Affiliates) also acknowledges and stipulates that: (i) Buyer (A) has made no guarantees or promises and has provided no assurance that any Development and Regulatory Milestone Event or Commercial Milestone Event will be achieved at all or that any Product will generate any Net Sales upon which a Royalty will be due, and (B) has made no assessments or predictions regarding the likelihood of any such milestone being achieved or of any such sales occurring; (ii) Buyer has not, prior to or after the date hereof, promised or projected any amounts to be received by Seller under this Agreement other than the Upfront Consideration and the Development and Regulatory Milestone 1; (iii) none of the Seller or any Selling Affiliate is relying on or has relied on any promises, projections, representations, or warranties of any kind or other information, documents, or materials (or absence thereof) in respect of any payments described in this Agreement (other than those expressly set forth in this Agreement); (iv) the Buyer Parties are not prohibited from developing or commercializing (or acquiring or in-licensing) assets or businesses related to other products that may compete with the Products; and (v) except for the obligations set forth in Section 1.8 (Commercially Reasonable Efforts), the Buyer Parties shall have sole control and authority to operate the Business, develop Products, and otherwise use and exploit the Transferred Assets in any way that Buyer deems appropriate in its sole business judgment and in its sole and absolute discretion.

Seller Acknowledgement. The Seller acknowledges that the purchase price listed in section 1.3 of this Agreement is the total compensation that the Seller, its directors, officers, employees, or agents is owed for the purchase of these Shares.

Seller Acknowledgement. Seller and the Shareholders acknowledge that the representations and warranties of Seller and of the Shareholders contained in this Agreement or in any Transaction Document shall not be deemed waived by any investigation by Buyer, its officers, directors, employees, counsel, accountants, advisors, representatives and agents. The right to indemnification, reimbursement or other remedy based upon the breach or inaccuracy of such representations, warranties, agreements, covenants and obligations shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, agreement, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any agreement, covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, agreements, covenants and obligations.

Seller Acknowledgement. Such Seller acknowledges and agrees to the disclaimers set forth in Section 6.12 (Disclaimer of Additional Representations or Warranties of Buyer) hereof.