Seller’s Acknowledgements Sample Clauses

Seller’s Acknowledgements. The provisions of this Section 11.2 will continue whether or not any Seller is employed by any Acquired Company, Buyer or any of their Affiliates. The Sellers recognize the importance of the covenants contained in this Section 11.2 and acknowledge that, based on their past experience and the Business, the restrictions imposed herein are: (A) reasonable as to scope, time and area; (B) necessary for the protection of Buyer’s legitimate business interests, including the trade secrets, goodwill, and relationships with Payors, patients, physicians, clinicians, nurses, employees, consultants, customers and suppliers on which Buyer has relied in entering into this Agreement; and (C) not unduly restrictive of any rights of the Sellers. The Sellers acknowledge and agree that the covenants contained in this Section 11.2 are essential elements of this Agreement and that but for these covenants Buyer would not have agreed to purchase the Purchased Units, issue the Issued Units to Rollover Seller or carry out any of the other transactions contemplated hereby or by the Seller Contracts. The existence of any claim or cause of action against Buyer, any Acquired Company or any of their Affiliates by the Sellers, whether predicated on Buyer’s breach of this Agreement or breach of any Seller Contract or otherwise, shall not constitute a defense to the enforcement by Buyer of the covenants contained in this Section 11.2. The Sellers represent and warrant that the Business has been conducted throughout the Territory, that they provide services to the Acquired Companies throughout the Territory, that the restrictions contained within this Section 11.2 are reasonable and necessary to protect the goodwill of the Business being purchased by Buyer, and that the Sellers shall not challenge the enforceability or reasonableness of these restrictive covenants. Notwithstanding the fact that Buyer and the Sellers have allocated the Purchase Price among the Purchased Units, the North Star Units and the covenants set forth in this Section 11.2 the parties agree that such allocations are not an agreement of the Losses that would be incurred by the Buyer Indemnified Persons if the Sellers breach any of their respective representations, warranties or covenants set forth herein. Each of the parties agrees that at no time will such party argue or in any way assert in any action that the respective allocations among the Purchased Units, the North Star Units and the covenants set forth in this Se...
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Seller’s Acknowledgements. (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of the Company, its Affiliates and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased Shares; (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 Shares, and has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain such additional information which the Company, 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 or his own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant to the purchase and sale of the Repurchased Shares; (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 Shares, the Company, its Affiliates, its subsidiaries or the purchase and sale of the Repurchased Shares; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased Shares. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its or his advisors shall imply that the Company has made any representation or warranty in respect of the Company, its Affiliates, its subsidiaries, the Repurchased Shares or the purchase and sale of the Repurchased Shares, other than the matters set forth herein.
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Seller’s Acknowledgements. Seller acknowledges that SAPACZONE has made and is in the process of making substantial investment both monetary, knowhow and otherwise to establish its trade name among consumers and distributors so as to create a goodwill connoting a specific manner in which goods and services can be presented on and sold through the Website. The Seller further recognize that overall success of the Website and trade names of SAPACZONE and its affiliates depends on the users of the Websites and how public in general perceives Website as a trusted online and electronic marketplace to buy and sell goods and services.
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Seller’s Acknowledgements. The undersigned Xxxxxx is fully aware that upon departure from the mortal coil their eternal afterlife will be spent in damnation in Deepest Hell Most Foul, the Eternal Inferno and Realm of Lucifer, Prince of Darkness. The Seller will be subject to the sadistic and murderous whims of Satan and his minions, including but not limited to: eons boiling in a vat of human excrement, Sisyphusian boulder torture, and having one’s liver removed daily by a demonic vulture while chained to the side of a freezing, impossibly high crag.
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Seller’s Acknowledgements. The Seller acknowledges that:
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Seller’s Acknowledgements. Seller represents and warrants the following to Seller’s current actual knowledge (for the purposes of this Agreement, “Seller’s current actual knowledge” or “Seller’s actual knowledge” shall mean and refer to, and shall be limited to, the actual present knowledge of XXXXXX XXXXX, without having conducted or being under any obligation to conduct any independent inquiry or inspection of the accuracy of any such representation or warranty made hereinabove to Seller’s knowledge, except for due inquiry of Seller’s manager of the Property):
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Seller’s Acknowledgements. SELLER hereby acknowledges that (i) BUYER currently may have, and later may come into possession of, information with respect to the Transferred Claim Rights, the Debtor or any of its affiliates, the Bankruptcy Case and/or any state or federal regulatory review concerning the Debtor that is not known to SELLER and that may be material to a decision to sell the Transferred Claim Rights (“Seller Excluded Information”), (ii) SELLER has determined to sell the Transferred Claim Rights 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 or any indemnitee of BUYER whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the transactions contemplated hereby; provided, however, that SELLER Excluded Information shall not affect the truth or accuracy of BUYER’s representations or warranties in this Agreement.
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Seller’s Acknowledgements. 6.5.1 The Individual Sellers acknowledge and agree that the rights of the Indemnified Person to indemnification pursuant to Clause 6 is an essential part of the economic terms of this Agreement.
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Seller’s Acknowledgements 
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Related to Seller’s Acknowledgements

  • Executive’s Acknowledgements The Executive acknowledges that he: (a) has read this Agreement; (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Executive’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms and consequences of this Agreement; and (d) understands that the law firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP is acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and is not acting as counsel for the Executive.

  • Additional Acknowledgements By accepting this Agreement electronically, the Grantee and the Company agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement. The Grantee has reviewed in its entirety the prospectus that summarizes the terms of the Plan and this Agreement, has had an opportunity to request a copy of the Plan in accordance with the procedure described in the prospectus, has had an opportunity to obtain the advice of counsel prior to electronically accepting this Agreement and fully understands all provisions of the Plan and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement.

  • Risk Acknowledgement The Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund, whether on a relative or absolute basis. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, currency, economic, political, business and structure risks and that those investment decisions will not always be profitable.

  • Tax Acknowledgement In connection with the Severance Benefits provided to Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Executive shall be responsible for all applicable taxes owed by him with respect to such Severance Benefits under applicable law. Executive acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits set forth in this Agreement.

  • Certain Acknowledgements The Participant acknowledges and agrees (i) that the Trust, the Transfer Agent, the Distributor and their respective agents may elect to review any Order placed through the Web Order Site manually before it is executed and that such manual review may result in a delay in execution of such Order; (ii) that during periods of heavy market activity or other times, it may be difficult to place Orders via the Web Order Site and the Participant may place Orders as otherwise set forth in Attachment A; and (iii) that any transaction information, content, or data downloaded or otherwise obtained through the use of the Web Order Site are done at the Participant’s own discretion and risk. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE FUND CONNECT AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE WEB ORDER SITE IS PROVIDED “AS IS,” “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTY OF ANY KIND. SPECIFICALLY, WITHOUT LIMITING THE FOREGOING, ALL WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEB ORDER SITE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE TRUST, THE TRANSFER AGENT, THE DISTRIBUTOR OR THEIR RESPECTIVE AGENTS, AFFILIATES, LICENSORS OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NON-INFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

  • Additional Terms/Acknowledgements The undersigned Participant acknowledges receipt of, and understands and agrees to, this Stock Appreciation Right Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that as of the Date of Grant, this Stock Appreciation Right Grant Notice, the Award Agreement, and the Plan set forth the entire understanding between Participant and the Company regarding the award of the Stock Appreciation Rights and supersede all prior oral and written agreements on that subject with the exception of (i) awards previously granted and delivered to Participant under the Plan, and (ii) the following agreements only: OTHER AGREEMENTS: LEVI XXXXXXX & CO. PARTICIPANT: By: Signature Signature Title: SVP Worldwide Human Resources Date: Date: LEVI XXXXXXX & CO. 2006 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHT AGREEMENT Pursuant to your Stock Appreciation Right Grant Notice (“Grant Notice”) and this Stock Appreciation Right Agreement (the “Award Agreement”), Levi Xxxxxxx & Co. (the “Company”) has granted you a Stock Appreciation Right under its 2006 Equity Incentive Plan (the “Plan”) covering the number of Common Stock equivalents (“Stock Appreciation Rights”) as indicated in your Grant Notice (collectively, the “Award”). Defined terms not explicitly defined in this Award Agreement but defined in the Plan shall have the same definitions as in the Plan. The details of your Award are as follows:

  • Executive’s Acknowledgement The Executive acknowledges (i) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (ii) that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

  • Labor Law Acknowledgement The following provision supplements Section 6 and 7 of the Agreement: In accepting the Award of RSUs pursuant to this Agreement, you acknowledge that the RSUs are being granted ex gratia to you with the purpose of rewarding you. Poland

  • Mutual Acknowledgement The Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s rights under public policy to indemnify Indemnitee.

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