Seller Excluded Information. Seller acknowledges that (i) Buyer currently may have, and later may come into possession of, information with respect to the Company or any of its affiliates or the Shares that is not known to Seller and that may be material to a decision to sell the Shares (“Seller Excluded Information”), (ii) Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) Buyer shall have no liability to Seller, and Seller waives and releases any claims that it might have against Buyer whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with this Agreement; provided, however, that the Seller Excluded Information shall not and does not affect the truth or accuracy of Buyer’s representations or warranties in this Agreement. Additionally, the Seller acknowledges that it is a sophisticated institutional investor with respect to the Shares and has independently and without reliance upon the Buyer, and based upon such information as the Seller has deemed appropriate, made its own analysis and decision to sell the Shares.
Seller Excluded Information. Seller acknowledges that (i) Buyer currently may have, or later may come into possession of, information with respect to the Company Stock or the Company that is not known to Seller and that may be material to a decision to sell the Company Stock ("SELLER EXCLUDED INFORMATION"), (ii) Seller has determined to sell the Company Stock notwithstanding its lack of knowledge of Seller Excluded Information, and (iii) Buyer shall have no liability to Seller, and Seller hereby waives and releases any rights or claims that it might have against Buyer and waives and releases any duties that Buyer may owe to Seller, whether under applicable securities laws or otherwise, with respect to the nondisclosure of Seller Excluded Information in connection with the transactions contemplated hereby. Seller agrees to bear all risk of an increase in the value or market price of the Company Stock after the date hereof and the loss of an economic opportunity by reason of being bound to this Agreement, regardless of the reason for such increase (including, without limitation, those resulting from Seller Excluded Information or the actions of Buyer).
Seller Excluded Information. Seller acknowledges that (i) Purchaser and its Related Parties currently may have, and later may come into possession of, information with respect to the Transferred Interests, Issuer or any of their respective Affiliates that is not known to Seller and that may be material to a decision to sell the Transferred Interests (“Seller Excluded Information”), (ii) Seller has determined to sell the Transferred Interests notwithstanding its lack of knowledge of Seller Excluded Information and (iii) Purchaser and its Related Parties shall have no liability to Seller or any Seller Related Parties with respect to the nondisclosure of Seller Excluded Information in connection with the transactions contemplated hereby.
Seller Excluded Information. (a) The Seller acknowledges that the Purchasers may be in possession of material non-public information relating to the Company or the Purchased Shares not known to the Seller, including, without limitation, information received from the Company or other sources on a confidential basis and information received on a privileged basis from the Purchasers’ respective attorneys and financial advisers (collectively, the “Seller Excluded Information”). The Seller Excluded Information may include, without limitation, information relating to the Company’s financial condition, future capital expenditures, future prospects, projections (including historic and projected financial and other information), business strategies, litigation, settlement discussions, negotiations, restructurings, corporate acquisition or disposition plans (including the business combination transaction with Xxxxxxx Xxxxx, Inc.), financings, information received through the Company’s board of directors (including, if applicable, each Purchaser’s representatives thereon) or as a lender or otherwise, which information neither Purchaser has disclosed to the Seller. The Seller acknowledges that the Seller Excluded Information may be (i) indicative of a value of the Purchased Shares that is substantially more than the Purchase Price or otherwise adverse to the Seller or/and (ii) material to the Seller’s decision to sell the Purchased Shares. The Seller agrees that neither Purchaser shall be obligated to disclose any Seller Excluded Information to the Seller, nor be deemed to have relied on the Seller Excluded Information by virtue of its purchase of the Purchased Shares.
Seller Excluded Information. The Seller acknowledges that neither the Buyer, the Company, the Parent nor any of their respective agents or representatives have given the Seller any investment advice, credit information, or opinion regarding whether the sale of the Remaining Preferred Units is prudent. The Seller acknowledges that: (i) the Buyer, the Company, the Parent or their respective affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Remaining Preferred Units (“Seller Excluded Information”) and (ii) the Seller has determined to sell the Remaining Preferred Units notwithstanding its lack of knowledge of Seller Excluded Information.
