Common use of Acknowledgement; Waiver Clause in Contracts

Acknowledgement; Waiver. Purchaser (i) acknowledges that the Insider may possess or have access to material non-public information which has not been communicated to the Purchaser; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Insider or any of its officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement, including without limitation, any claims arising under Rule 10b-5 of the Exchange Act; and (iii) is aware that the Insider is relying on the truth of the representations set forth in Section 5 of this Agreement and the foregoing acknowledgement and waiver in clauses (i) and (ii) above, respectively, in connection with the transactions contemplated by this Agreement. Purchaser understands, based on its experience, the disadvantage to which Purchaser is subject due to the disparity of information between the Insider and the Purchaser and, notwithstanding such disparity, the Purchaser has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Share Purchase and Transfer Agreement (1347 Investors LLC), Share Purchase and Transfer Agreement (1347 Investors LLC), Share Purchase and Transfer Agreement (1347 Investors LLC)

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