Seller Acknowledgements. 9.1 The Seller acknowledges and agrees that, except as may be required by any Legal Requirement:
Seller Acknowledgements. The Seller, for himself and his heirs, personal representatives, successors and assigns, acknowledges and is aware of the following:
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.
Seller Acknowledgements a. Seller acknowledges that the President and Chief Executive Officer and a Director of Ballantyne and the Partner and Manager of the general partner of FGP, Mr. D. Xxxx Xxxxxxxxx (the “Board Designee”), currently serves on the board of directors of the Company.
Seller Acknowledgements. 1. The Seller acknowledges that:
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 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. 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 acknowledges that he, she or it: (i) has read the Transaction Agreements; (ii) has been represented in the preparation, negotiation, and execution of the Transaction Documents by legal counsel of his own choice; (iii) understands the terms and consequences of the Transaction Documents; (iv) is fully aware of the legal and binding effect of the Transaction Documents; and (v) understands that the Law Firm of Xxxxxxx X. Xxxxxxxx is acting as counsel to the Company in connection with the transactions contemplated by the Transaction Documents and that the law firm of Xxxxxx Xxxx & Priest LLP is acting as counsel to the Purchasers in connection with the transactions contemplated by the Transaction Documents, and that neither firm is acting as counsel for any of the Sellers.
Seller Acknowledgements. 14.1 Each Seller acknowledges that neither the Group Companies nor any of their affiliates, any of their respective officers, directors, employees, consultants or professional advisers (together, the “Company Parties”) are acting as a fiduciary or financial adviser or investment adviser to such Seller, or have offered deal arrangement services, and have not given such Seller any investment advice, opinion, recommendation or other information on whether the sale of their Shares is prudent.
