Acknowledgement by Xxxxx. (a) Buyer acknowledges Seller’s Lender is not a party to this Contract and therefore is not obligated to approve this Contract; that Seller’s acceptance of this Contract does not guarantee Seller’s Lender’s acceptance; and Seller’s Lender is under no obligation to consider, respond, approve or advise either Seller or Buyer, or Broker as to any offer submitted to it.
Acknowledgement by Xxxxx. The Hirer acknowledges that the facility is in such a condition at the date of commencement of the hiring as to render it completely suitable for the purpose for which the Hirer intends to use it.
Acknowledgement by Xxxxx. Buyer acknowledges that none of the Company, Seller or their respective Affiliates, officers, directors, employees, agents or representatives (collectively, the “Company Parties”) are making any representations or warranties other than those set forth in Article III and Article IV or in the certificates delivered by the Company and Seller pursuant to Section 7.2, whether or not any such representations or warranties were made in writing or orally. Buyer acknowledges that no Company Party has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or the transactions contemplated hereby except for the representations and warranties of the Company and Seller set forth in Article III and Article IV or in the certificates delivered by the Company and Seller pursuant to Section 7.2, and Buyer has not relied on any other representation, warranty or statement other than the representations and -29- warranties set forth in Article III and Article IV and in the certificates delivered by the Company and Seller pursuant to Section 7.2. ARTICLE VI.
Acknowledgement by Xxxxx. (a) Buyer and Merger Sub each acknowledge and agree, on behalf of themselves and each of their respective Affiliates, that (i) Buyer and Merger Sub have relied, and it is reasonable for Buyer and Merger Sub to rely, solely on the representations or warranties of the Company specifically contained in this Agreement, the certificate delivered pursuant to Section 8.2(d), and on the results of the Buyer’s and Merger Sub’s own independent investigation and verification; (ii) none of Buyer or Merger Sub are affiliated with, related to, or have a fiduciary relationship with, the Company or any of its Affiliates; (iii) no third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation or warranty made by or on behalf of the Company in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Persons; and (iii) the representations and warranties of the Company expressly and specifically set forth in Article III of this Agreement, the Transaction Documents (with respect to the Person delivering the Transaction Document) and the certificate delivered pursuant to Section 8.2(d) constitute the sole and exclusive representation and warranties of any kind of the Company, any of its Nonparty Affiliates, the Securityholders or any of their respective Representatives in connection with the transactions contemplated by this Agreement, and none of the Company, any of its Nonparty Affiliates, the Securityholders or any of their respective Representatives, has made, and do not make and each specifically negates and disclaims any other representations, warranties, promises, guaranties or statements (including by omission) of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning, with respect to, or in connection with the transactions contemplated by this Agreement (except as (and solely to the extent) made by the Company specifically set forth in this Agreement), including with respect to: (A) the future or historical nature, quality or condition (financial or otherwise) of the assets of the Company or its Subsidiaries; (B) the suitability of the assets of the Company or its Subsidiaries for any and all activities and uses that Buyer may, or may cause the Company...
Acknowledgement by Xxxxx. Xxxxx represents that he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that he has read this Agreement and that he understands its terms. Xxxxx acknowledges that, prior to assenting to the terms of this Agreement, he has been given a reasonable time to review it, to consult with counsel of his choice, and to negotiate at arm's-length with the CME as to the contents. Xxxxx and the CME agree that the language used in this Agreement is the language chosen by the parties to express their mutual intent, and that no rule of strict construction is to be applied against any party hereto.
Acknowledgement by Xxxxx. The Hirer acknowledges that the facility is in such a condition at the date of commencement of the hiring as to render it suitable for the purpose for which the Hirer intends to use it. Kiama Downs SLSC Inc reserves the right to cancel bookings in the event that the facility cannot be made available. It will endeavour to give as much advance notice as possible in such situations.
Acknowledgement by Xxxxx. The representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with the transactions contemplated hereby, and Xxxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, prospects, Business, assets or liabilities of Seller), whether made by Seller or any of its Affiliates or any of their respective managers, partners, officers, directors, employees, advisors, consultants, agents or representatives, are specifically disclaimed by Seller.
Acknowledgement by Xxxxx. Xxxxx represents and certifies that he has carefully read and fully understands all the provisions of this Agreement, including the Releases, has had ample and adequate opportunity to thoroughly discuss all aspects of the Releases with legal counsel of his choosing, and is voluntarily entering into this Agreement and that no representations have been made other than those set forth explicitly herein. Xxxxx acknowledges and agrees that he has not been represented by or advised in any respect by the Company’s legal counsel concerning this Agreement. Further, Xxxxx understands and agrees that this Agreement shall have no force or effect unless signed by him and not revoked prior to the expiration of the Revocation Period.
Acknowledgement by Xxxxx. THIS AGREEMENT, THE LOAN AGREEMENT, THE DEED OF TRUST, ALL OTHER COMPANY LOAN DOCUMENTS, AND ALL RELATED DOCUMENTATION ARE EXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OF OR ON BEHALF OF THE PARTIES HERETO, WITH THE FULL INTENT OF CREATING THE OBLIGATIONS AND SECURITY INTERESTS DESCRIBED HEREIN AND THEREIN. THE PARTIES ACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION; (b) THEY HAVE BEEN REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF SUCH DOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN CHOICE; (c) THEY UNDERSTAND THE TERMS AND CONSEQUENCES OF THIS AGREEMENT, THE EMPLOYEE LOAN AGREEMENT, THE DEED OF TRUST, AND ALL RELATED AGREEMENTS AND DOCUMENTATION AND THE OBLIGATIONS THEY CREATE; AND (d) THEY ARE FULLY AWARE OF THE LEGAL AND BINDING EFFECT THEREOF.
Acknowledgement by Xxxxx. Orion covenants it shall meet its obligations to the Customers under the Terms and Conditions of Providing Delivery Services to Major Customers.
