Acknowledgments of Seller Sample Clauses

Acknowledgments of Seller. Seller acknowledges that (i) any public disclosure of the Confidential Information will have an adverse effect on Purchaser and the Business, (ii) Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) Purchaser will be at a substantial competitive disadvantage if Purchaser fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi) the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from providing the Restricted Services. Without limiting the foregoing, in the event that a court of competent jurisdiction determines that the Restriction Period exceeds the maximum reasonable and enforceable time period or that the designated area exceeds the maximum reasonable and enforceable area, the Restriction Period or designated area shall be deemed to become and thereafter shall be the maximum time period or area which such court deems reasonable and enforceable.
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Acknowledgments of Seller. Seller hereby acknowledges and agrees that:
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Acknowledgments of Seller. Seller understands, acknowledges and agrees that: (i) the decision to sell the Shares to Purchaser has been made by Seller in its sole discretion with the advice of Seller’s professional advisors; (ii) Seller, either alone or with the assistance of its professional advisors, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the sale and purchase contemplated by this Agreement; (iii) the consideration as set forth herein may be less than would be obtained by Seller under other circumstances, including, without limitation, if the Subsidiaries (or any number of the Subsidiaries) were sold to a third party or if Seller was to retain the Shares and sell the Shares at some time in the future; (iv) Seller has completely and carefully read this Agreement and understands its terms and consequences and has had the opportunity to consult with its own counsel, accountant and/or other professional advisors and to obtain advice from any other person or expert that Seller deems relevant; and (v) Seller’s decision to sell the Shares is fully and completely informed.
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Acknowledgments of Seller. Each Seller acknowledges that (i)any public disclosure of the Confidential Information will have an adverse effect on Company, Purchaser and the Business, (ii) the Company and Purchaser would suffer irreparable injury if Seller breaches any of the terms of this Section, (iii) Company and Purchaser will be at a substantial competitive disadvantage if such entity fails to acquire and maintain exclusive ownership of the Confidential Information or to abide by the restrictions provided for in this Section, (iv) the scope of the protective restrictions provided for in this Section are reasonable when taking into account (A) the negotiations between the Parties and (B) that Seller is the direct beneficiary of the Purchase Price paid pursuant to this Agreement, (v) the consideration being paid to Seller pursuant to this Agreement is sufficient inducement for Seller to agree to the terms hereof, (vi)the provisions of this Section are reasonable and necessary to protect the Business, to prevent the improper use or disclosure of the Confidential Information and to provide Company and Purchaser with exclusive ownership of all such Confidential Information and (vii) the terms of this Section preclude Seller from engaging in the conduct of the Business.
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Acknowledgments of Seller. Seller hereby covenants, acknowledges and agrees that:
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Acknowledgments of Seller. 28 ARTICLE IV Representations and warranties of buyer ............................................................................. 28 Section 4.01 Organization and Authority of Buyer ........................................................................... 29 Section 4.02 No Conflicts; Consents ................................................................................................. 29 Section 4.03
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Acknowledgments of Seller. The Seller acknowledges and agrees that (a) prior to the date hereof, the Seller has developed and has been integral to the operation of the Purchased Assets and the conduct of the Business; (b) the Seller is in possession of and may have continued access to trade secrets of and confidential information relating to the Purchased Assets and the Business; (c) from and after the Closing, the Buyer and Transco will be engaged directly or indirectly in the Business and the operation of the Purchased Assets; (d) the agreements and covenants contained in this Agreement are essential to protect the Business including, without EXECUTION COPY limitation, the goodwill of the Business which, along with the Purchased Assets, are being acquired by the Buyer and Transco pursuant to the Membership Interest Purchase Agreement; (e) the Buyer would not consummate the transactions contemplated by the Membership Interest Purchase Agreement and the other Transaction Agreements but for such agreements and covenants; and (f) the Seller has received and will continue to receive substantial consideration from the Buyer and Transco pursuant to the terms of the Membership Interest Purchase Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby.
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Acknowledgments of Seller 
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Related to Acknowledgments of Seller

  • Acknowledgment of Seller Seller hereby acknowledges the provisions of this Agreement, including the obligations under Sections 2.1(a), 2.2, 2.3(b) and 8.11 of this Agreement and further acknowledges the Depositor's assignment of its rights and remedies for the breach of the representations and warranties made by the Seller under the MLPA. * * * * * *

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment.

  • ACKNOWLEDGMENTS AND REPRESENTATIONS Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing obligation and is not a novation.

  • Acknowledgments and Stipulations Each Borrower acknowledges and stipulates that the Credit Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); and the security interests and liens granted by Borrowers in favor of Administrative Agent, for the benefit of itself and Lenders, are duly perfected, first priority security interests and liens to the extent provided therein.

  • Acknowledgments and Affirmations Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Infocrossing, Inc. except ________________. Employee also affirms that Employee has [reported all hours worked as of the date Employee signs this release and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or New Jersey Family Leave Act or related state or local leave or disability accommodation laws. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Infocrossing, Inc. or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Agreement does not limit either party's right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Employee shall not apply in the future for employment with [INSERT COMPANY NAME] because of, among other things, irreconcilable differences with [INSERT COMPANY NAME]. 6.

  • Acknowledgments The Borrower hereby acknowledges that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDER Seller and Shareholder represent and warrant, jointly and severally, to Buyer as follows:

  • Representations and Warranties, Acknowledgments, and Agreements The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

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