The Seller and the. Buyer each acknowledge that, except as otherwise described in this Contract, there are no other warranties, representations or collateral agreements made by or with the other party, the Seller’s brokerage and the Buyer’s brokerage about the Property, any neighbouring lands, and this transaction, including any warranty, representation or collateral agreement relating to the size/measurements of the Land and Buildings or the existence or non-existence of any environmental condition or problem.
The Seller and the. Buyer acknowledge and agree that any determination by the Contracts Committee shall not be binding with respect to a Split Contract unless and to the extent any such Split Contract is formally amended in a written agreement that is executed by each of the parties thereto.
The Seller and the. Shareholders acknowledge that the Buyer and Chemfab will require significant assistance after the Closing in order to arrange for and implement the smooth transition of the management and operation of the Purchased Business and to transition the Purchased Business away from its relationships with some of the Shareholders. The parties hereto will provide, at no cost to the other, reasonable cooperation to each other to effectuate a smooth transition of the Purchased Business from the Seller to the Buyer and to preserve the customer relationships of the Purchased Business.
The Seller and the. BUYER AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION 5.9.3 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LAW, RULE OR ORDER.
The Seller and the. Buyer acknowledge and agree that a committee (the Contracts Committee) shall be established at Completion to act as a forum within which the Buyer and the Seller shall discuss such matters as may from time to time arise in relation to Split Contracts. The Contracts Committee shall consist of up to six (6) members, a maximum of three (3) of whom shall be appointed by each of the Buyer and the Seller by way of notice served upon the other. The first appointees of the Buyer shall be Mr S Xxxxxxx (Director of FM & SP Europe, Ford Werke GmbH) and Ms S Xxxxxxxxx (Director of Purchasing Business Office, Ford Motor Company Limited) and the first appointees of the Seller shall be Xx X X Xxxxxx (TML Holdings Limited) and Xx X Xxxxx (JLR). The party which has appointed any member of the Contracts Committee shall be free, upon giving to the other party which is entitled to appoint members of the Contracts Committee not less than ten (10) Business Days’ notice, to terminate the appointment of such member and appoint a replacement.
The Seller and the. SERVICER SECTION 7.01. Liabilities of the Seller and the Servicer.............................. 83
The Seller and the. Buyer acknowledge that the Employees who remain in the employment of the Seller immediately before the Effective Time will become employees of the Buyer respectively and the Seller will use its best endeavours to assist in the transfer of the Employees to the employment of the Buyer and to ensure that the Employees consent to the transfer of their respective employments to the Buyer. The Seller and the Buyer shall comply with the requirements of the Transfer Regulations applicable to each of them.
The Seller and the. Buyer acknowledge that pursuant to the Regulations (or the provisions of this Agreement) the contracts of employment between the Seller and the Employees (except in so far as such contracts relate to any occupational pension scheme as defined in Regulation 10 of the Regulations) will have effect from and including the Effective Date as if originally made between the Buyer and the Employees.
The Seller and the. Purchaser shall agree on the contents and the timing of any separate or joint press release in connection with the Transaction.
The Seller and the. Purchasers acknowledge and agree that if and to the extent that the Seller or any other Seller Entity makes a representation or warranty in or pursuant to any Ancillary Agreement (including without limitation the Intellectual Property Assignment; Patent Assignment; Patent, Trade Secret and Confidential Business Information Assignment; Trademark License; Distribution Agreement and Supply Agreements covering any Intellectual Property Right or any Licensed Intellectual Property, such representation and warranty shall be deemed and treated as if made in this Section 3.9.12 even though such representation and warranty physically appears in an Ancillary Agreement instead of this document. Such representation and warranty shall not survive the Closing and shall be subject to Article VIII of this Agreement.
