Seller’s Reliance Clause Samples
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Seller’s Reliance. Such Purchaser understands that the Target Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Sellers are relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Target Shares.
Seller’s Reliance. The Buyer acknowledges that (i) the Seller is relying on the Buyer’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the Transaction; and (ii) without such representations, warranties and agreements, the Seller would not enter into this Agreement or engage in the Transaction.
Seller’s Reliance. The Buyer acknowledges that the Seller is entering into this Agreement in reliance on the Buyer’s representations and warranties set forth in this article.
Seller’s Reliance. Each of the Sellers acknowledges that, except for the representations and warranties contained in Article 5 (as modified by the Buyer Disclosure Schedules), in the Transaction Documents and in any certificate delivered in accordance herewith, each Seller has not relied on any other express or implied representation or warranty or other statement by or on behalf of the Buyer or any of its Affiliates.
Seller’s Reliance. Sellers acknowledge that except for the representation and warranties contained in this Agreement or any Ancillary Agreement, neither the Buyers nor any other person has made, and Sellers have not relied on, any other express or implied representation or warranty by or on behalf of the Buyers.
Seller’s Reliance. The Seller acknowledges that it and its Representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, Contracts, the Buyer’s insurance policies (or summaries thereof) and other properties and assets of the Buyer that it and its Representatives have desired or requested to see or review, and that it and its Representatives have had an opportunity to meet with certain executive officers of the Buyer to discuss the business of the Buyer. The Seller acknowledges and agrees that none of the Buyer or any other Person has made any representation or warranty, expressed or implied, written or oral, as to the accuracy or completeness of any information regarding the Buyer Common Shares that the Buyer furnished or made available to the Seller and its Representatives, except as expressly set forth in Article 6 of this Agreement, the certificates delivered hereunder and the Ancillary Agreements. Except as expressly set forth in Article 6 of this Agreement, the certificates delivered hereunder and the Ancillary Agreements, none of the Buyer nor any other Person (including any officer, director, member or partner of the Buyer) shall have or be subject to any liability to the Seller, or any other Person, resulting from the Seller’s use of any information, documents or material made available to the Seller (or any omissions therefrom) in any “data rooms” maintained by the Buyer, management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. The Seller acknowledges and agrees that, should the Closing occur, the Seller shall acquire the Buyer Common Shares without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise represented or warranted in Article 6 of this Agreement, the certificates delivered hereunder and the Ancillary Agreements (which the Seller acknowledges shall survive in accordance with the provisions of Section 11.1); provided, however, that nothing in this Section 4.9 is intended to limit or modify the representations and warranties contained in Article 6, the certificates delivered hereunder or the Ancillary Agreements. The Seller acknowledges and agrees that, except for the representations and warranties contained in Article 6, the certificates delivered hereunder and the Ancillary Agreements, none of the Buyer...
Seller’s Reliance. Purchaser understands and acknowledges that Seller is relying on Purchaser's agreement to offer employment to all of the Non-Union Employees and Hourly Employees as of the Closing Date. In that regard, Purchaser retains sole responsibility for any obligations or liabilities to the Transferring Employees under the Worker Adjustment and Retraining Notification Act, Pub. Law 100-379, 102 Stat. 890 (1988) and other similar applicable Laws, and agrees to hold Seller harmless from same and from any and all liabilities relating to claims for severance benefits by any Transferring Employee arising out of such Transferring Employee's termination by Purchaser after the Closing Date. Purchaser's indemnification of Seller in this regard specifically includes, but not by way of limitation, any claim by any such Transferring Employee for back pay, front pay, benefits or compensatory or punitive damages, any claim by any governmental unit for penalties regarding any issue of prior notification (or any lack thereof) of any plant closing or mass layoff, as well as Seller's defense costs, including attorneys' fees, in defending any such claim.
Seller’s Reliance. PURCHASER acknowledges that SELLER is entering this transaction relying upon PURCHASER's representations and warranties, upon PURCHASER's assumption of obligations and liabilities pertaining to the Oil & Gas Interests and upon the agreements and undertakings of PURCHASER provided for herein. SELLER acknowledges that PURCHASER is entering this transaction relying upon SELLER's representations and warranties, upon SELLER's retention as set forth herein of certain obligations and liabilities pertaining to the Oil & Gas Interests, and upon the agreements and undertakings of SELLER provided for herein.
Seller’s Reliance. Purchaser understands and acknowledges that Seller is relying on Purchaser's agreement to hire all the Employees as of the Closing Date. In that regard, Purchaser retains sole responsibility for any obligations or liabilities to such Employees under the Worker Adjustment and Retraining Notification Act (WARN), Pub. Law 100-379, 102 Stat. 890 (1988), as amended, and agrees to hold Seller harmless from any Losses arising from such obligations or liabilities.
Seller’s Reliance. If Buyer becomes aware of any fact or circumstances that would change any of Buyer’s representations or warranties, then Buyer will immediately give notice of such changed fact or circumstance to Seller, in which event Seller may elect to terminate this Agreement, due to a failure of Seller’s condition precedent set forth in Section 9.1(a).