Seller Acknowledgments. Seller represents, warrants, and guarantees that the Seller has complete authority to sell the Property and convey title. Seller has personally reviewed this Agreement, including any Property Disclosure Statement and any other addendums, exhibits, or attachments relating to the description and physical condition of the Property were provided by the Seller and are accurate and complete to the best of the Seller’s knowledge.
Seller Acknowledgments. Seller acknowledges and agrees to the following:
Seller Acknowledgments. Seller acknowledges and understands that while the marketing services selected above will facilitate the showing and sale of the Property, there are risks associated with allowing access to and disseminating information concerning the Property that are not within the reasonable control of the Firm. Seller, therefore, agrees to defend, indemnify, and hold Firm and its agents harmless from any damages, costs, attorney’s fee, and other expenses as a result of any personal injury or property loss or damage to Seller or any other person not caused by Firm’s negligence arising directly or indirectly out of any such marketing services.
Seller Acknowledgments. As of the date hereof and each Closing, each Seller acknowledges and agrees that:
Seller Acknowledgments. Seller acknowledges that both Seller and Purchaser have material, non-public information that does not appear in public filings, and waives its right to assert any claims against the other party on account of such material non-public information other than pursuant to the indemnification provisions of Section 9. Seller acknowledges that, upon the Closing, to the best of Seller’s knowledge, Purchaser shall succeed to all of the rights and obligations of Seller as a “holder” under that certain Registration Rights Agreement, dated March 12, 2004, by and among the Company, Seller and certain other parties named therein pursuant to Section 15 thereof, and no separate express assignment or consent from the Company is required to make the assignment of such rights and obligations thereunder effective.
Seller Acknowledgments. In addition to the acknowledgements elsewhere in this Agreement, Seller further acknowledges to Buyer as follows:
Seller Acknowledgments. Seller acknowledges and agrees to the following: it shall be solely responsible for determining the disposition of funds held by Seller in connection with an Account to be Sold that is a Secured Account; if the Accounts to be Sold are branded as "MasterCard" accounts, they will be converted to Visa-branded accounts as of the Conversion Date; it shall be solely responsible for costs incurred with its current third party processor (if any) due to trailing transactions that apply to any Account to be Sold following the Conversion Date; it shall obtain a deconversion date from Seller’s third party processor no later than twenty (20) Business Days from the Closing Date, which date must be approved by Purchaser; and it shall be solely responsible for any deconversion fees or other fees or charges assessed to Seller by any third party providing servicing, rewards program administration, or other services for the Accounts to be Sold.
Seller Acknowledgments. Each Seller acknowledges that (i) the Company is engaged in the business of the sale and distribution of beverage products (the "Company Business"); (ii) the Company Business is conducted throughout Nassau and Suffolk Counties in the State of New York; (iii) his/her/its relationship with the Company has given and will continue to give him/her/it trade secrets of and confidential information concerning the Company; (iv) the agreements and covenants contained in this Article 9 are essential to protect the business and goodwill of the Company, all of the issued and outstanding Shares of which are being purchased by the Buyer; and (v) the Buyer would not purchase the Shares but for such agreements and covenants.
Seller Acknowledgments. As of the date hereof and the date of the Closing, the Seller separately acknowledges that:
Seller Acknowledgments. Such Seller acknowledges and agrees that, except for the specific representations made by the Company and Parent in Section 7 of this Agreement, the Company and Parent have made no representation or warranty, express or implied, at law or in equity, with respect to the TRA or any of the assets, liabilities or operations of the Company, Parent or any other person or entity.
