Disclosure; Independent Counsel Sample Clauses

Disclosure; Independent Counsel. No representation or warranty or other statement made by the Sellers in this Agreement (including in the Disclosure Schedules) contains any untrue statement of a material fact or omits to state any material fact necessary to make any of the statements made, in light of the circumstances in which it was made, not misleading in any respect. Each Seller has been advised of the right to, and has had the opportunity to retail, and has in fact retained, independent legal counsel of such Seller’s own choosing in connection with the negotiation, execution, and delivery of this Agreement and each other Ancillary Document that such Seller or such Seller’s Affiliate is a party to. Such independent counsel has fully advised the applicable Seller. Each Seller has carefully read and fully understands the terms and provisions of this Agreement and all Ancillary Documents to which such Seller or such Seller’s Affiliate is a party, and has had ample opportunity to consult with advisors of its own choosing regarding the same. equity interests in Parent that such Seller will receive as part of the consideration for the transactions contemplated by this Agreement (the “Parent Equity Securities”) are highly speculative and involve a high degree of risk; no assurances have been made by Buyer, Parent, Merger Sub, or any of their respective Affiliates or Representatives concerning the present or future value, performance, or liquidity of the Parent Equity Securities; the Parent Equity Securities are subject to substantial restrictions on transfer and may be illiquid for an indefinite period; and such Seller may lose the entire value of the Parent Equity Securities and is able to bear the economic risk of such complete loss. Each Seller is an experienced and sophisticated investor capable of evaluating the merits and risks of an investment in the Parent Equity (or the Convertible Note, convertible into Equity Securities of the Parent), has substantial knowledge and experience in financial and business matters, including investments in securities of companies similar to Parent, and is capable of bearing the economic risk of its investment in the Parent Equity, including a complete loss of such investment; in deciding to accept the Parent Equity (or Convertible Note) as consideration, such Seller has conducted its own independent review, investigation, and analysis of Parent and the Parent Equity (or equity issued upon conversion of the Convertible Note), acknowledges that it has be...