Examples of Purchased Units in a sentence
The Seller represents that, other than the representations and warranties of the Purchaser expressly set forth in Section 3 and of the Guarantor expressly set forth in Section 7(t), it has not relied on the Purchaser or its Affiliates for any information regarding the Company or its Subsidiaries or investments or the value of the Purchased Units and acknowledges that neither the Purchaser nor its Affiliates has any duty or obligation to provide the Seller any such information.
The Seller has all requisite right, power and authority to sell, transfer, assign and deliver the Purchased Units as provided herein, and at the Closing will sell, transfer, assign and deliver to the Purchaser good and valid title to the Purchased Units, free and clear of all Encumbrances (other than any Encumbrances arising under applicable securities laws or the A&R LLC Agreement).
The Seller acknowledges the price for the Purchased Units may significantly appreciate or depreciate over time and by agreeing to sell all of the Purchased Units to the Purchaser pursuant to this Agreement, the Seller is giving up the opportunity to sell the Purchased Units at a possible higher price in the future.
The Seller recognizes and acknowledges that the Purchase Price (including the Closing Payment Amount) has been negotiated in good faith and at arms’ length, but future events, which could be arranged or influenced by the Purchaser and its Affiliates, could cause the price of the Purchased Units to increase substantially, and the Seller will have no right to participate in such increase with regard to the Purchased Units.
The Seller has evaluated the merits and risks of selling the Purchased Units on the terms set forth in this Agreement, and is willing to forgo through such sale any post-Closing distributions that would have been paid to the Seller in respect of the Purchased Units in the absence of this Agreement, as well as the potential for future economic gain and other benefits that might be realized from the ownership or sale of the Purchased Units.