Reliance on Counsel and Other Advisors. Each party has consulted such legal, financial, technical or other expert as it deems necessary or desirable before entering into this Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement.
Reliance on Counsel and Other Advisors. Each of the parties hereto has consulted with such legal, financial, technical or other experts it deems necessary or desirable before entering into this Agreement. Each of the parties hereto represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement. None of the parties hereto has relied upon any oral representations of the other party in entering into this Agreement.
Reliance on Counsel and Other Advisors. The Shareholder has consulted with such legal, financial, technical or other experts as the Shareholder deems necessary or desirable before entering into this Agreement.
Reliance on Counsel and Other Advisors. Each party has consulted such legal, financial, technical or other experts as it deems necessary or desirable before entering into the Transaction Documents. Each party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of the Transaction Documents.
Reliance on Counsel and Other Advisors. Each Party has consulted such legal, financial, technical or other expert as it deems necessary or desirable before entering into this Agreement. Each Party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement. No Party has relied upon any oral representation of any other Party in entering into this Agreement.
Reliance on Counsel and Other Advisors. Each party has consulted such legal, financial, technical or other expert it deems necessary or desirable before entering into this Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of conditions of this Agreement. Neither party has relied upon any oral representation of the other party in entering into this Agreement. All discussions, estimates or projections developed by a party during the course of negotiating the terms and conditions of this Agreement are by way of illustration only, and, unless specifically contained in this Agreement or one of its Appendixes, are not binding or enforceable against the other party in law or in equity.
Reliance on Counsel and Other Advisors. Each party has consulted with, or has had the opportunity to consult with, such legal, financial, technical or other experts as it deems necessary or advisable before entering into this Agreement. Each party represents and warrants that it has reviewed, knows, understands and agrees with the terms and conditions of this Agreement and the other Transaction Documents. No party has relied upon any oral representation of any other party in entering into this Agreement. All discussions, estimates or projections developed by a party during the course of negotiating the terms and conditions of this Agreement or the other Transaction Documents are by way of illustration only, and unless specifically contained in this Agreement or the other Transaction Documents, are not binding or enforceable against the other party in law or equity.
Reliance on Counsel and Other Advisors. The Stockholder and his/her spouse has consulted with such legal, financial, technical or other experts as the Stockholder deems necessary or desirable before entering into this Agreement.
Reliance on Counsel and Other Advisors. Each Party hereto has consulted such legal, financial, technical or other expert as it deems necessary or desirable before entering into this Agreement.
1. Subject in all cases to paragraph 2 through 4 of this Schedule 2, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement pursuant to its terms, Seller shall, and shall cause the Target Group to, in each case, with respect to the Business:
1.1 use commercially reasonable endeavors to operate the Business in the ordinary course of business consistent with past practice;
1.2 use commercially reasonable endeavors to ensure that the Cash as of the Benchmark Time does not exceed US$100,000,000 insofar as reasonably practicable and is otherwise in compliance with the other provisions of paragraph 1 of this Schedule 2;
1.3 use commercially reasonable endeavors to preserve substantially intact their business organization and assets;
1.4 use commercially reasonable endeavors to keep available the services of the current officers, management-level and professional-level employees and consultants of the Target Group and Seller Entities, subject to paragraph 1.7(q) of this Schedule 2;
1.5 use commercially reasonable endeavors to preserve the current relationships of the Target Group and Seller Entities with customers, suppliers and other Persons with which they have significant business relations;
1.6 use commercially reasonable endeavors to keep and maintain their tangible assets and properties in good repair and normal operating condition, wear and tear excepted; and
1.7 not do any of the following without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed):
(a) amend the organizational documents of any member of the Target Group in a manner materially adverse to Purchaser or the Target Group;
(b) split, reverse split, combine, subdivide or reclassify the outstanding capital stock of any member of the Target Group;
(c) except for (A) transactions in the ordinary course of business, (B) indebtedness that will be settled in full or terminated or canceled at or before the Closing, (C) indebtedness incurred under credit facilities in existence as of the date hereof and (D) indebtedness in respect of currency or interest rate xxxxxx entered into to hedge currency or interest rate risks arising in the ordinary course of business and not for speculative purposes:
(i) incur in excess of US$10,000,000 of indebtedness for borrowed money;
(ii) ...
Reliance on Counsel and Other Advisors. Each Party has consulted such legal, financial, technical or other experts as it deems necessary or desirable before entering into this Agreement. Further, and notwithstanding the foregoing, the Company and the Principal Shareholders have consulted their own tax experts regarding the tax consequences of entering into this Agreement, and neither the Company nor any of the Principal Shareholders have relied upon any representations made by Parent, the Merger Sub or their counsel regarding such tax consequences. Each Party represents and warrants that it has read, knows, understands and agrees with the terms and conditions of this Agreement.
