Sophisticated Seller. Seller is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the sale of Shares to Buyer.
Sophisticated Seller. The Seller (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Subject Securities, and (c) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that neither the Purchaser nor any of its Affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice, opinion or other information on whether the sale of the Subject Securities is prudent. The Seller acknowledges that (i) the Purchaser currently may have, and later may come into possession of, information with respect to the Company that is not known to the Seller and that may be material to a decision to sell the Subject Securities (“Seller Excluded Information”), (ii) the Seller has determined to sell the Subject Securities notwithstanding its lack of knowledge of the Seller Excluded Information, and (iii) the Purchaser shall have no liability to the Seller, and the Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale of the Subject Securities. The Seller understands that the Purchaser will rely on the accuracy and truth of the foregoing representations, and the Seller hereby consents to such reliance.
Sophisticated Seller. The Seller has independently and without reliance upon the Offeror, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Offeror has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
Sophisticated Seller. The Seller possesses such expertise, experience, knowledge and sophistication in financial and business matters generally, and in the types of businesses in which the Company engages in particular, that the Seller is capable of evaluating the merits and economic risks of selling Shares, and of protecting its own interests in connection with the sale of the Shares, and the Seller is able to bear all such economic risks now and in the future. In entering into this Agreement and selling the Shares to be sold by it hereunder, the Seller is relying solely upon the advice of its own financial, legal and tax advisors. The Seller acknowledges that the sale of the Shares to be sold by it hereunder is the result of independent arms-length negotiations between the Seller and each Purchaser.
Sophisticated Seller. The Shareholder has independently and without reliance upon the Purchaser, and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that the Purchaser has not made and does not make any representation or warranty to the Shareholder, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
Sophisticated Seller. The Seller is a sophisticated seller with respect to the Seller’s Securities and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Seller’s Securities and has independently and without reliance upon the Offeror, and based on such information as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that the Offeror has not made and does not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.
Sophisticated Seller. The Seller is a sophisticated seller with respect to the Warrant, has adequate information concerning the Warrant to make an informed decision regarding the sale of the Warrant, and has independently and without reliance upon the Buyer made its own analysis and decision to enter into this Agreement and sell the Warrant. The Seller has been given the opportunity to obtain such information necessary to make an informed decision regarding the sale of the Warrant and to evaluate the merits and risks of the sale of the Warrant. The Seller is not relying on any representation, warranty, covenant or statement made by the Buyer in connection with the sale of the Warrant except as contained herein.
Sophisticated Seller. The Seller is a sophisticated seller with respect to the Interest. The Seller has received such information concerning the business and financial condition of the Company and the Purchaser as the Seller deems necessary in order to make an informed decision to sell the Interest to the Purchaser. The Seller acknowledges that the Seller and the Seller's advisors, if any, have had the right to ask questions of and receive answers from the Company, the Purchaser and their officers, directors and members, and to obtain such information concerning the Company, the Purchaser and the Interest, as the Seller and the Seller's advisor(s), if any, deem necessary in connection with the sale of the Interest. In making the decision to sell the Interest, the Seller has relied solely on the information obtained by the Seller directly from the Company and the Purchaser as a result of any inquiries by the Seller or the Seller's advisor(s) and has independently, without reliance upon the Purchaser and based on such information as it deemed appropriate, made its own analysis and decision to sell the Interest to the Purchaser.
Sophisticated Seller. (a) DARA has the knowledge and experience in financial and business matters to be capable of making an informed decision with respect to the sale of the Purchase Shares to SVI for the Stock Purchase Price. DARA has all information and materials relating to SVI’s operations, business and properties that XXXX xxxxx necessary or appropriate to evaluate its sale of the Purchase Shares to SVI.
(b) DARA understands and acknowledges that SVI makes no representations or warranties other than those representations and warranties expressly made by SVI in Article V
Sophisticated Seller. Seller has such knowledge, sophistication and experience in business and financial matters that he is capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Seller acknowledges that the Company has made available to Seller and has offered to make available to Seller certain information which is or may be material, non-public, confidential or proprietary in nature (“Confidential Information”). Seller further acknowledges that he has elected not to receive any of the Confidential Information, even though this Confidential Information may be material to Seller’s decision to enter into this Agreement.
