Acknowledgments of Parties Sample Clauses

Acknowledgments of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 8 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.
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Acknowledgments of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof, including the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and the Prospectus as required by the Securities Act.
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Acknowledgments of Parties. The Company and the Underwriters hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. The parties to this Agreement acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.
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Acknowledgments of Parties a. NewPower and the Examiner each acknowledges that (i) ENE, ENA, XXXX, XXXX, EESLLC, and/or certain of their Affiliates are currently, or have been, subject to pending investigations by Governmental Entities, including, without limitation, investigations by the Federal Energy Regulatory Commission, the United States House of Representatives and United States Senate (collectively, "Congress"), and the State of California, in relation to ENE's and/or certain of its Affiliates' conduct in connection with the wholesale electric power and gas markets, and could be subject to further investigations and proceedings by the same or other Governmental Entities; (ii) there are pending and may be future investigations or proceedings by Governmental Entities relating to the wholesale electric power or gas markets (all such pending and future investigations and proceedings described in (i) and (ii) collectively, the "Enron Investigations"); (iii) the course of the Enron Investigations and the results thereof cannot be predicted; (iv) the knowledge of ENE ENA, EESI, EPMI, EESLLC, and/or certain of their Affiliates or their current or past employees regarding the facts and circumstances relevant to such Enron Investigations is incomplete, and additional facts and circumstances may be discovered and disclosed as a result of such Enron Investigations; and (v) in connection with such Enron Investigations, certain Governmental Entities have the authority, among other things, to award damages, grant restitution, or order refunds, rebates, past or future rate reductions or adjustments, charges, fees, assessments, lost profits, adders, surcharges or penalties. The foregoing matters, including the Enron Investigations, shall be collectively referred to in this Settlement Agreement as the "Enron Investigative Matters."
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Acknowledgments of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and U.S. Prospectus as required by the Securities Act and in the Canadian Prospectus as required by the Canadian Securities Laws.
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Related to Acknowledgments of Parties

  • Representations and Warranties of Parties A. Redeveloper represents and warrants to City as follows:

  • Representations and Warranties of Both Parties Each Party hereby represents and warrants to the other Party, as of the Effective Date, that:

  • Representations and Agreements to Survive Delivery The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

  • Representations and Warranties of Participant The Participant represents and warrants to the Company that:

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

  • Representations and Indemnities to Survive Delivery The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER Parent and Purchaser represent and warrant to the Company as follows:

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement, incorporated herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect of any Mortgage Loan.

  • Reaffirmation of Representations and Warranties Each acceptance by it of an offer for the purchase of Notes, and each delivery of Notes to an Agent pursuant to a sale of Notes to such Agent as principal, shall be deemed to be an affirmation that the representations and warranties of the Corporation contained in this Agreement and in any certificate theretofore delivered to such Agent pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to such Agent, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time).

  • Representations and Warranties by the Parties A. Each Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner is subject, (iii) such Partner is a “United States person” within the meaning of Section 7701(a)(30) of the Code, and (iv) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.

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