Informed Seller Sample Clauses

Informed Seller. (a) Seller has (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated by this Agreement and (ii) evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, Tax (as defined below), accounting and other advisors as it deemed necessary, and has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, the Company. Upon the Closing, Seller will be consummating the transactions contemplated by this Agreement with full understanding of the terms, conditions and risks and willingly assumes those terms, conditions and risks.
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Informed Seller. (a) The Adviser, on behalf of such Seller (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of the transactions contemplated by this Agreement, (ii) has evaluated the merits and risks of the transactions contemplated by this Agreement based exclusively on its own independent review and consultations with such investment, legal, tax, accounting and other advisors as it deemed necessary, and has made its own decision concerning the transactions contemplated by this Agreement without reliance on any representation or warranty of, or advice from, Purchaser, and (iii) upon the Closing, the Adviser, on behalf of such Seller, will be consummating the transactions contemplated by this Agreement with full understanding of the terms, conditions and risks and willingly assumes those terms, conditions and risks.
Informed Seller. Management Owner is familiar with the business and financial aspects of the Company, and is entering into this Agreement freely and fully informed on the past performance of the Company and the potential performance of the Company in the future. Management Owner is capable of evaluating the merits of disposing of the Purchased Units. Management Owner acknowledges that Xxxxxxxx & Knight LLP has not represented Management Owner in connection with the preparation of this Agreement, and such counsel owes no duties to Management Owner. Management Owner acknowledges that Management Owner has had a reasonable opportunity to review this Agreement and has had a reasonable opportunity to consult with Management Owner’s legal counsel and accountants with respect to the terms and the legal, financial and tax implications of this Agreement.
Informed Seller. Seller is knowledgeable and experienced in the business of the Company and has had sufficient experience analyzing and investing in manufacturing businesses catering to the oil and gas industry, so as to be capable of determining the value of such companies. Seller has completed Seller’s own independent investigation, analysis and evaluation of the Company and the Shares, has made all reviews and inspections of the business, assets, results of operations, conditions (financial or otherwise) and prospects of the Company as Seller has deemed necessary or appropriate. In making Seller’s decision to enter into this Agreement, Seller has relied solely on such investigation, analysis and evaluation. Seller has requested and received all information and documents that Seller deems material in connection with Xxxxxx’s decision to transfer the Shares to Buyers pursuant to this Agreement and has not had any such information or document request denied by the Company or Buyers. Xxxxxx has received all information requested of the Company that Seller has deemed necessary in order to make an informed decision concerning transfer the Shares pursuant to this Agreement. Seller acknowledges that Seller has had a reasonable opportunity to review this Agreement and has had a reasonable opportunity to consult with Xxxxxx’s legal counsel, tax advisors and accountants with respect to the terms and the legal, financial and tax implications of this Agreement.

Related to Informed Seller

  • Formal Investigation Once the matter has been brought to the attention of the Store executive, an internal investigation of the complaint will be conducted at which time the complainant will be requested to present, in writing, the particulars of the harassment. Such internal investigation will be initiated no later than ten (10) business days of the matter being brought to the attention of the Store executive, and shall be concluded no later than thirty (30) business days of the initiation of the investigation. Any extension of the aforementioned time frames must have the agreement of the complainant and the union if the complainant has chosen to involve it. Based on the outcome of the investigation, which will be provided in writing upon the completion of the investigation, to both the complainant and the union, should the complainant consent to this disclosure, it will be determined if there has been a breach of Company policy on harassment, and the appropriate action will be taken in the event that harassment is determined to have occurred. STEP THREE - SUBSEQUENT INCIDENTS Subsequent incidents should immediately be reported and followed by a written description to the most senior store executive involved in Step Two for further investigation and disciplinary action, if confirmed, with a copy to the union Chairperson with the consent of the complainant. After all steps of the Harassment Protection Policy have been exhausted, if the incident has not been resolved to the satisfaction of the employee, the employee may file a grievance at Step 2 of the grievance procedure.

  • Seller and Buyer May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.

  • Complaints Investigation ‌ An employee who complains of harassment under the provisions of the Human Rights Code of British Columbia may refer the complaint to either one or other of the following processes:

  • Compliance Between Individual Contract and Master Agreement Any individual contract between the Board and an individual employee, heretofore or hereafter executed, shall be subject to and consistent with the terms and conditions of this Agreement. If an individual contract contains any language inconsistent with this Agreement, this Agreement, during its duration, shall be controlling.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • Independent Study Independent study is a program of independent study, research, and/or experience directly related to the duties described in the employee’s job description or related classification as determined by the Retraining and Study Committee, which promises professional values equivalent to that derived from formal study at a recognized educational institution.

  • Post-Closing Cooperation Seller and Purchaser shall cooperate with each other, and shall cause their Affiliates and their officers, employees, agents, auditors and representatives to cooperate with each other, for a reasonable period after the Closing to ensure the orderly transition of the Company from Seller to Purchaser and to minimize any disruption to the Company and the other respective businesses of Seller and Purchaser that may result from the transactions contemplated by this Agreement. After the Closing, upon reasonable written notice, Seller and Purchaser shall furnish or cause to be furnished to each other and their Affiliates and their respective employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company (to the extent within the control of such Party) as is reasonably necessary for financial reporting and accounting matters.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • 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.

  • What Will Happen After We Receive Your Letter When we receive your letter, we must do two things:

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