Seller Acknowledgements. (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of Focus Media, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased ADSs, and has had the opportunity to ask questions of, and receive answers, from Focus Media and its officers and directors, and to obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into, assessment of, or evaluation or information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its advisors shall imply that Focus Media has made any representation or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the Repurchased ADSs or the purchase and sale of the Repurchased ADSs, other than the matters set forth herein.
(b) The Seller acknowledges and understands that Focus Media and its Affiliates and representatives may be in possession of material non-public information not known to the Seller. The Seller further acknowledges that such information may be indicative of a value of the Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or otherwise adverse to the Seller and that such information may be material to the Seller’s decision to sell the Repurchased ADSs.
Seller Acknowledgements. 8.1 The Seller acknowledges and agrees that, except as may be required by any Legal Requirement:
(a) the Seller shall not use the name of the Buyer or any of its Affiliates without obtaining the prior written consent of the Buyer or the relevant Affiliate (as applicable);
(b) the Seller shall not, without the prior written consent of the Buyer or the relevant Affiliate of the Buyer (as applicable), in each instance, (i) use in advertising, publicity or otherwise the name of the Buyer or any of its Affiliates, or any partner or employee of the Buyer or any of its Affiliates, nor any trade name, trademark, trade device, service mxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Buyer or any of its Affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Seller or the Company has been approved or endorsed by the Buyer or any of its Affiliates;
(c) nothing in this Agreement or any other Transaction Document shall create a fiduciary duty of the Buyer or any of its Affiliates to the Seller or any of its Affiliates; and
(d) (i) the Seller will not hold or seek to hold the Buyer or any of its Affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company, including the Public Information or any information made available to the Seller either prior to entry into this Agreement or prior to Completion; and (ii) the Seller will not hold or seek to hold the Buyer, any of its Affiliates or any of its or their respective control persons, officers, directors or employees responsible or liable in connection with its analysis or decision to sell the Depositary Receipts.
Seller Acknowledgements. Each Seller agrees that (1) the consideration payable to each holder of a share of Company Capital Stock in connection with the Purchase pursuant to this Section 1.1(d) including with respect to the method of calculating the amount of consideration that each holder of Company Capital Stock is entitled to receive with respect to the preference amounts (or otherwise) pursuant to the Company Majority Stockholder Agreement, the Company Minority Stockholder Agreement or the Company Charter Document (collectively, the “Payment Rights”) is and shall constitute the sole and exclusive consideration that such holder is entitled to receive in connection with the Purchase, (2) the Acquiror Shares payable to such holder pursuant to Section 1.1(d)(i) and Section 1.1(d)(ii)(A), as applicable, shall satisfy in full the Payment Rights, and (3) no Seller shall have any further claim, and each Seller expressly waives any claim, with respect to or in any way related to any Payment Rights or any rights to receive any shares of Company Capital Stock following the Closing (other than with respect to Pending Exercises that are transferred to Acquiror pursuant to Section 1.1(d)).
Seller Acknowledgements. Each of the Sellers acknowledge that they are sophisticated and experienced investors with a thorough understanding of the Corporation and its prospects and risk factors, that they have had the opportunity to review each of the recent filings made by the Corporation with the United States Securities and Exchange Commission and have had the further opportunity to discuss such prospects and risk factors with the current management of the Corporation. Each of the Sellers, based on their understanding of the prospects and risk factors of the Corporation, understand and recognize that there can be no assurances that the value of the Shares they are selling under this Agreement will increase or decrease after the Effective Date, and that they have made the decision to sell their Shares of their own free volition, free of any undue influence of representations not contained in this Agreement, and with the recognition that the Corporation believes that the long term value of the Common Stock of the Corporation will be subject to increase.
Seller Acknowledgements. Seller, for himself and his heirs, personal representatives, successors and assigns, acknowledges and is aware of the following:
a. No federal or state agency has approved, disapproved or made any finding or determination as to the fairness, nor any recommendation or endorsement of the merits of the transactions contemplated herein.
b. The fair market value of the Shares is determined by the OTC Market and is subject to factors that are not in Company’s control such that the Shares, while trading at $.005/share on February 16, 2021 could be trading for more or less by the time they are deposited and/or by the time the Shares are sold, if at all. For its own account only, Company assumes the risk that the Shares may trade for less.
c. The Company has not provided any investment, accounting, legal, or tax advice to the Seller. The Seller is relying, if at all, solely upon the advice of the Seller’s legal, financial or tax advisers with regard to the sale of the Shares. Neither the Company nor any of its officers, directors or employees has made any representation regarding the legal, accounting or tax consequences of the transaction agreed to by this Agreement.
Seller Acknowledgements. Selle acknowledges and agrees that, in reference to the
Seller Acknowledgements. In listing the property in The Vault database, Seller acknowledges and agrees to the following:
Seller Acknowledgements. The Seller acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice and that this Agreement has been prepared by Purchaser's counsel; (iii) understands the terms and consequences of the this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that Tree Anchor Law Firm, PLLC is acting as counsel to the Company and the Seller in connection with the transactions contemplated by this Agreement and that the law firm of Eaton & Van Winkle, LLP is acxxxx as xxxxxxx xx the Purchaser in connection with the transactions contemplated by this Agreement and that. Tree Anchor Law Firm, PLLC is not acting as counsel for the Purchaser
Seller Acknowledgements. Seller acknowledges that Purchaser is entering into this Agreement and the other Transaction Documents to which it is a party in reliance upon theaccuracy of each of the representations and warranties contained in Section 10.1, which representations and warranties have been given by Seller so as to induce Purchaser to enter into this Agreement and the other Transaction Documents.
Seller Acknowledgements. The Seller acknowledges that:
