Buyer acknowledges that Buyer has inspected the Unit and Condominium and that the Unit and Condominium are substantially complete.
Buyer acknowledges. Buyer acknowledges and agrees that:
Buyer acknowledges that the technical and pricing information contained in this Agreement is confidential and proprietary to Siemens and agrees not to disclose it or otherwise make it available to others without Siemens express written consent.
Buyer acknowledges. Sale of Material is not within the normal course of Seller's business; Material has been inspected and/or tested by Seller to ascertain its condition, and has been refurbished or reconditioned by Seller, and is in good, ready to use condition.
Buyer acknowledges warrants and agrees that on and after the Closing Date, Buyer and any related parties (other than a trespasser), will comply with all Environmental Laws applicable to its or their use of, operation at or occupancy of, the Assets (including the Real Property and any current or future buildings, facilities, structures, parking lots, and storage areas thereon); and that except as otherwise specifically provided in this Section, the sole legal and financial responsibility for compliance with all Environmental Laws applicable to Buyer's use of, operations at or occupancy of the Assets, including the Real Property, or operations of the Business will be that of Buyer. Buyer shall defend, indemnify and hold Seller harmless from and against any and all damage, loss, claims, injury, fines, penalties, judgments, causes of action, costs and expenses (including reasonable attorneys and consultants fees) arising therefrom.
Buyer acknowledges that Seller shall control the Settlement and, subject to the other provisions of this Section 8.5, Buyer shall reasonably cooperate with Seller in connection with the Settlement. Notwithstanding any other provisions hereof to the contrary, Seller shall not effect or enter into any Settlement in excess of $2,000,000 without the Buyer's prior consent, such consent not to be unreasonably withheld.
Buyer acknowledges it is purchasing Attractions from Seller, a United States based company, for implementation for a project outside of the United States of America. Accordingly, Xxxxx understands and acknowledges that Seller is not familiar with the laws, rules, and regulations (collectively the “Laws”) that may pertain in the Dominican Republic. Thus, Buyer shall use reasonable efforts to inform Seller of such regulations, codes, laws and statutes applicable to the Components, installation of such, and Attractions at the Site and Seller agrees to comply with the same in its performance of the Work. In the event Seller is required to amend any Component or process in order to comply with local Laws, Buyer shall provide the Seller assistance (including, but not limited to, providing detailed explanation on the relevant legal requirements and specifications, and assisting in communications with Xxxxx-appointed contractors, if necessary).
