SELLER’S ACKNOWLEDGMENTS Sample Clauses

SELLER’S ACKNOWLEDGMENTS. (seller must initial below to each paragraph).
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SELLER’S ACKNOWLEDGMENTS. This power of attorney, and all authority hereby conferred, is granted subject to the interests of the Sellers and the Buyer hereunder and in consideration of the mutual covenants and agreements made herein, and, except as otherwise provided by law, shall be irrevocable and shall not be terminated by any act of any Seller or by operation of law, whether by the death or incapacity of any Seller or by the occurrence of any other event. Each Seller hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Sellers' Representative under this Agreement. The Sellers further acknowledge and expressly agree that the Sellers' Representative shall have no obligation or liability to any person or entity for any action or omission taken or omitted by the Sellers' Representative in good faith hereunder, and each other Seller shall, on a proportionate basis in accordance with his or her pro rata share of that portion of the purchase price to be paid to all Sellers other than the Sellers' Representative pursuant to Section 1, hold the Sellers' Representative free and harmless from and indemnify the Sellers' Representative against any and all loss, damage or liability which the Sellers' Representative may sustain as a result of any such action or omission by the Sellers' Representative hereunder.
Sample 1
SELLER’S ACKNOWLEDGMENTS. 16.1.1 The Seller acknowledges and agrees that it has read and fully understood the Sustainability Policy and undertakes throughout the Term of this Agreement that it shall conduct its production, procurement and/or processing (as applicable) of Biomass to be sold under this Agreement in compliance with the Sustainability Requirements.
Sample 1
SELLER’S ACKNOWLEDGMENTS. The agreements and covenants provided ------------------------ by Seller in this Section are reasonable and necessary to Purchaser's protection of its legitimate interests in the transaction contemplated by this Agreement. Seller has certain knowledge of the business operations that may be required to ensure the effective and successful conduct of the business of CTI. Seller has access to trade secrets and confidential business methods, plans and practices considered confidential by Purchaser. This information has commercial value in the business in which Purchaser and CTI will be engaged after the consummation of the transaction contemplated by this Agreement. Purchaser will be irreparably damaged and its substantial investment in the transaction contemplated by this Agreement materially impaired if Seller were to enter into an activity competing or interfering with the business of Purchaser in violation of the terms of this Section or if Seller were to disclose or make unauthorized use of any confidential information concerning the business of the Seller or Purchaser. The scope and length of the term of this Section and the geographical restrictions contained herein are fair and reasonable and not the result of overreaching, duress or coercion of any kind, and the full, uninhibited and faithful observance of each of the Agree ments and covenants contained in this Section will not cause Seller any undue hardship, financial or otherwise, and enforcement of each of the covenants contained in this Section will not impair their ability, if they so desire, to obtain employment commensurate with their abilities and on terms fully acceptable to them or otherwise obtain income required for the comfortable support of them and their family and the satisfaction of the needs of their creditors.
Sample 1
SELLER’S ACKNOWLEDGMENTS. The Seller hereby acknowledges that it ------------------------ understands that:
Sample 1
SELLER’S ACKNOWLEDGMENTS. Seller acknowledges that it has been advised by Broker to consult and retain experts to advise and represent it concerning the legal and tax effects of this Agreement and consummation of a Transaction or Alternative Transaction, as well as the condition and/or legality of the Property, including, but not limited to, the Property’s improvements, equipment, soil, tenancies, title and environmental aspects. Broker shall have no obligation to investigate any such matters unless expressly otherwise agreed to in writing by Seller and Broker. Seller further acknowledges that in determining the financial soundness of any prospective buyer, lessee or security offered, Seller will rely solely upon Seller’s own investigation, notwithstanding Broker’s assistance in gathering such information.
Sample 1

Related to SELLER’S ACKNOWLEDGMENTS

  • System Acknowledgments Custodian shall acknowledge through the System its receipt of each transmission communicated through the System, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and the Fund may not claim that such transmission was received by Custodian.

  • Additional Acknowledgments Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with the Employer, (ii) the issuance of the Carried Shares by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business relationships within its industry throughout the world, and (iii) as part of his responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. GENERAL PROVISIONS

  • Risk Acknowledgment ADVISER does not guarantee the future performance of the Account or any specific level of performance, the success of any investment recommendation or strategy that ADVISER may take or recommend for the Account, or the success of ADVISER’s overall management of the Account. CLIENT understands that investment recommendations for the Account by ADVISER are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable.

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

  • Executive’s Acknowledgment The Executive acknowledges (a) that he has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and (b) that he has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

  • Other Acknowledgments Seller acknowledges, unless otherwise stated in this Agreement or other written statement, that the Seller is unaware of the following:

  • Labor Law Acknowledgment This provision supplements Sections 2(g) and 7 of the Agreement: By accepting the RSUs, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan document. You understand and agree that, as a condition of the grant of the RSUs, except as provided for in Section 2 of the Agreement, your termination of employment for any reason (including for the reasons listed below) will automatically result in the forfeiture of any RSUs that have not vested on the date of your termination. In particular, you understand and agree that, unless otherwise provided in the Agreement, the RSUs will be forfeited without entitlement to the underlying shares of Common Stock or to any amount as indemnification in the event of a termination of your employment prior to vesting by reason of, including, but not limited to: resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a “despido improcedente”), individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985. Furthermore, you understand that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or a subsidiary. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any subsidiary on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, you understand that the RSUs are granted on the assumption and condition that the RSUs and the shares of Common Stock underlying the RSUs shall not become a part of any employment or service contract (either with the Company, the Employer or any subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, you understand that the RSUs would not be granted to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any Award of RSUs shall be null and void.

  • Mutual Acknowledgment Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

  • Participant’s Acknowledgments The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.

  • Acknowledgments The Borrower hereby acknowledges that:

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