Seller Reliance. Seller acknowledges that it has relied upon its own tax advisors to determine the impact of federal, state and local income tax laws on the transaction contemplated by this Agreement, and that Palace has made no representations to it in this regard.
Seller Reliance. The Company acknowledges and agrees that the Seller is relying on the Company’s representations, warranties and agreements herein as a condition to proceeding with the Transaction. Without such representations, warranties and agreements, the Seller would not engage in the Transaction.
Seller Reliance. Buyer understands and acknowledges that upon termination of the Interim Employment Period Termination Date Seller will be relying on Buyer's agreement set forth in Section 4.2
Seller Reliance. The Seller acknowledges that it and its representatives have had a reasonable opportunity to meet with the Seller to discuss the Assets and that it has relied upon its own independent investigation of the Assets in reaching the determination to purchase the Assets. The Seller acknowledges that neither the Seller nor any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Assets furnished or made available to the Seller and its representatives, except as expressly set forth in this Agreement.
Seller Reliance. The Sellers acknowledge that they and their representatives have been permitted reasonable access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Purchasers and the Purchaser Guarantor that they and their representatives have requested to see or review, and that they and their representatives have had a reasonable opportunity to meet with the officers and employees of the Purchasers and the Purchaser Guarantor to discuss the business and financial condition of the Purchasers and the Purchaser Guarantor. The Sellers acknowledge that, upon the Closing or on the thirtieth (30) day following the Closing Date, as the case may be, Coty shall acquire the Note and any Ascendia Brands Common Stock issued to Coty or issuable upon conversion of the Note or the Earn-Out Note, if applicable, without any representation or warranty, except as otherwise expressly represented or warranted or expressly agreed to in this Agreement; provided, however, that nothing in this Section 4.27 is intended to limit or modify the representations and warranties contained in Article V and the Sellers’ right to rely thereon. The Sellers acknowledge that, except for the representations and warranties contained in Article V and the Schedules referred to therein, none of the Purchasers, the Purchaser Guarantor or any other Person has made, and the Sellers have not relied on any other express or implied representation or warranty by or on behalf of the Purchasers, the Purchase Guarantor or any other Person and that none of the Purchasers, the Purchaser Guarantor or any other Person, directly or indirectly, has made, and the Sellers have not relied on, any representation or warranty regarding the pro forma financial information, financial projections, budgets, projections, estimates, and/or other forward-looking statements of the Purchasers or the Purchaser Guarantor, and the Sellers will make no claim with respect thereto.
Seller Reliance. 2l Section 15.5 Survival....................................... 21 ARTICLE 16. NOTICE...................................................... 22 ARTICLE 17. MISCELLANEOUS............................................... 22
Seller Reliance. Section 2.1 of Exhibit A is hereby amended by:
Seller Reliance. Where a Buyer Nominee has been nominated in respect of the purchase of the Aircraft, Buyer shall be responsible for procuring the performance by the Buyer Nominee of all of the obligations of such Buyer Nominee under this Agreement and the other Sale Documents and, for the purpose of this Agreement and on or before the Delivery (but not after Delivery), Seller shall be entitled to deal exclusively with, and rely upon notices and/or other communications from Buyer (for itself or on behalf of any Buyer Nominee) to the exclusion of any Buyer Nominee. After the Delivery, any Buyer Nominee shall be entitled to enforce all rights of Xxxxx and the Buyer Nominee hereunder.
Seller Reliance. 21 Section 15.5 Survival....................................................................21 ARTICLE 16. NOTICE................................................................................22 ARTICLE 17. MISCELLANEOUS.........................................................................22 Section 17.1 Survival of Representation and Warranties...................................22 Section 17.2 Entire Agreement; No Third-Party Rights.....................................22 Section 17.3 Amendment...................................................................22 Section 17.4 Governing Law...............................................................22 Section 17.5 Section Headings............................................................22 Section 17.6 Severability................................................................22 Section 17.7 No Other Rights or Obligations..............................................22 Section 17.8 Counterparts................................................................22 Section 17.9 Construction................................................................22 Section 17.10 Attorneys' Fees.............................................................22 Section 17.11 Interpretation..............................................................23 Section 17.12 Exclusivity.................................................................23
Seller Reliance. The Purchaser acknowledges that the Seller has entered into this Agreement in reliance upon the warranties set out in Clause 7.1 and the Seller acknowledges that it has not entered into this Agreement in reliance upon any other warranties, representations, covenants, undertakings, indemnities or other statements of any kind whatsoever other than those expressly set out in this Agreement.
