Seller Acknowledgments. Seller represents, warrants, and guarantees that the Seller has complete authority to sell the Property and convey title. Seller has personally reviewed this Agreement, including any Property Disclosure Statement and any other addendums, exhibits, or attachments relating to the description and physical condition of the Property were provided by the Seller and are accurate and complete to the best of the Seller’s knowledge.
Seller Acknowledgments. Seller acknowledges and agrees to the following:
1. it shall be solely responsible for determining the disposition of funds held by Seller in connection with an Account to be Sold that is a Secured Account;
2. if the Accounts to be Sold are branded as “MasterCard” accounts, they will be converted to Visa-branded accounts as of the Conversion Date;
3. it shall be solely responsible for costs incurred with its current third party processor (if any) due to trailing transactions that apply to any Account to be Sold following the Conversion Date;
4. it shall obtain a deconversion date from Seller’s third party processor no later than twenty (20) Business Days from the Closing Date, which date must be approved by Purchaser; and
5. it shall be solely responsible for any deconversion fees or other fees or charges assessed to Seller by any third party providing servicing, rewards program administration, or other services for the Accounts to be Sold.
Seller Acknowledgments. As of the date hereof and each Closing, each Seller acknowledges and agrees that:
(a) Such Seller has relied solely upon its own investigation and analysis.
(b) Such Seller has not relied upon any representations or warranties (whether oral or written) with respect to the Buyer, the Repurchase Shares or the Buyer’s business, financials, prospects, projections, operations, technology, assets, liabilities, results of operations, financial condition, budgets, estimates or operational metrics or any other matter, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to the Transaction Documents and any financial statements and any projections, estimates or other forward-looking information) provided or otherwise made available to the Sellers or their Representatives.
(c) Such Seller has received all the information it considers necessary or appropriate for deciding whether to sell the Repurchase Shares and has made its own analysis and decision to sell the Repurchase Shares to the Buyer based upon such information as such Seller deems appropriate.
(d) None of the Buyer, its Representatives or any other Person has made any representation or warranty, express or implied, except as expressly set forth herein, regarding any aspect of the sale and purchase of the Repurchase Shares or the Buyer’s business, financials, prospects, projections, operations, technology, assets, liabilities, results of operations, financial condition, budgets, estimates or operational metrics or any other matter, or as to the accuracy or completeness of any of the information (including any statement, document or agreement delivered pursuant to the Transaction Documents and any financial statements and any projections, estimates or other forward-looking information) provided or otherwise made available to the Sellers or their Representatives.
(e) The Buyer and its Representatives may possess material non-public information not known by a Seller regarding or relating to the Buyer, including information concerning the Buyer’s business, financials, prospects, projections, operations, technology, assets, liabilities, results of operations, financial condition, budgets, estimates or operational metrics or any other matter.
(f) Such Seller is aware that (i) the Transaction Documents, (ii) the Offering, (iii) the Transactions and (iv) future changes and developments in (A) the Buyer’s business and financial condition an...
Seller Acknowledgments. 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 concerning the Property that are not within the reasonable control of the Firm. Seller, therefore, agrees to defend, indemnify, and hold Firm and its agents harmless from any damages, costs, attorney’s fee, 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 Acknowledgments. As of the date hereof and the date of the Closing, the Seller separately acknowledges that:
(a) The Seller has not relied upon any representations (whether oral or written) with respect to the Buyer or the Redemption Shares other than as set forth in this Agreement.
(b) The Seller believes that it has received all the information it considers necessary or appropriate for deciding whether to sell the Redemption Shares and has made its own analysis and decision to sell the Redemption Shares to the Buyer based upon such information as the Seller deems appropriate.
(c) The Seller acknowledges (i) that the Buyer has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and redemption of the Redemption Shares, the operation or financial condition of the Buyer or the value of the Redemption Shares, and (ii) that the Buyer is relying upon the truth of the acknowledgements in this Section 9 in connection with the purchase and redemption of the Redemption Shares hereunder.
(d) The Seller has had a full and complete opportunity to consult legal, tax and business advisors and has in fact consulted such advisors with respect to this agreement and any matters contemplated hereunder. The Seller further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale of the Redemption Shares has been privately negotiated by the Seller and the Buyer.
Seller Acknowledgments. Each Seller acknowledges that (i) the Company is engaged in the business of the sale and distribution of beverage products (the "Company Business"); (ii) the Company Business is conducted throughout Nassau and Suffolk Counties in the State of New York; (iii) his/her/its relationship with the Company has given and will continue to give him/her/it trade secrets of and confidential information concerning the Company; (iv) the agreements and covenants contained in this Article 9 are essential to protect the business and goodwill of the Company, all of the issued and outstanding Shares of which are being purchased by the Buyer; and (v) the Buyer would not purchase the Shares but for such agreements and covenants.
Seller Acknowledgments. Each of the Xxxxxxx Parties receiving Consideration Shares at Closing shall have acknowledged that they have requested and received all information necessary to make an informed decision to exchange their CeCorr Shares for Consideration Shares.
Seller Acknowledgments. In addition to the acknowledgements elsewhere in this Agreement, Seller further acknowledges to Buyer as follows:
Seller Acknowledgments. Seller acknowledges that both Seller and Purchaser have material, non-public information that does not appear in public filings, and waives its right to assert any claims against the other party on account of such material non-public information other than pursuant to the indemnification provisions of Section 9. Seller acknowledges that, upon the Closing, to the best of Seller’s knowledge, Purchaser shall succeed to all of the rights and obligations of Seller as a “holder” under that certain Registration Rights Agreement, dated March 12, 2004, by and among the Company, Seller and certain other parties named therein pursuant to Section 15 thereof, and no separate express assignment or consent from the Company is required to make the assignment of such rights and obligations thereunder effective.
Seller Acknowledgments. Seller acknowledges that:
(a) Seller has not relied upon any representations (whether oral or written) with respect to the Company or the Shares other than as set forth in this Agreement.
(b) Seller has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company. Seller has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms of this transaction. Seller believes that it has received all the information it considers necessary or appropriate for deciding whether to sell the Shares.
(c) Seller acknowledges and agrees that it has had a full and complete opportunity to consult internal or external legal, tax and business advisors and has in fact consulted such advisors as it has deemed appropriate with respect to this agreement and any matters contemplated hereunder. Seller further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale and purchase of the Shares has been privately negotiated by the Seller and the Company.
