Acknowledgement of the Buyer Sample Clauses

Acknowledgement of the Buyer. THE BUYER ACKNOWLEDGES THAT IT HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS, LIABILITIES, PROPERTIES AND PROJECTED OPERATIONS OF THE BUSINESS AND THE ACQUIRED COMPANIES AND, IN MAKING ITS DETERMINATION TO PROCEED WITH THE CONTEMPLATED TRANSACTIONS, THE BUYER HAS DETERMINED TO RELY ONLY ON THE REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES AND THE SELLER EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLES 3 AND 4 OF THIS AGREEMENT, THE DISCLOSURE SCHEDULES, THE ANCILLARY AGREEMENTS, THE COMPANY CLOSING CERTIFICATE AND THE FIRPTA CERTIFICATE. THE BUYER ACKNOWLEDGES AND AGREES THAT (I) NONE OF THE SELLER, EITHER OF THE ACQUIRED COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND THE BUYER HAS NOT RELIED ON, ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT, EXPRESS OR IMPLIED, WITH RESPECT TO THE SELLER, THE ACQUIRED COMPANIES, THE BUSINESS, THE SUBJECT MATTER OF THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE SELLER, THE ACQUIRED COMPANIES, THE BUSINESS, THE SUBJECT MATTER OF THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS FURNISHED OR MADE AVAILABLE TO THE BUYER AND ITS REPRESENTATIVES, OTHER THAN THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE ACQUIRED COMPANIES AND THE SELLER THAT ARE EXPRESSLY SET FORTH IN ARTICLES 3 AND 4 OF THIS AGREEMENT, THE DISCLOSURE SCHEDULES, THE ANCILLARY AGREEMENTS, THE COMPANY CLOSING CERTIFICATE AND THE FIRPTA CERTIFICATE AND (II) NONE OF THE SELLER, EITHER OF THE ACQUIRED COMPANIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO THE BUYER OR ANY OTHER PERSON RESULTING FROM OR IN CONNECTION WITH THE DISSEMINATION TO THE BUYER, THE BUYER’S REPRESENTATIVES OR ANY OTHER PERSON OR THE USE BY THE BUYER, THE BUYER’S REPRESENTATIVES OR ANY OTHER PERSON OF ANY SUCH INFORMATION, INCLUDING THE CIM AND ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYER OR THE BUYER’S -65- REPRESENTATIVES IN ANY “DATA ROOM”, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN CONNECTION WITH OR EXPECTATION OF THE ENTRY INTO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS. THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE F...
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Acknowledgement of the Buyer. The Buyer is a sophisticated party, through its officers and directors, and acknowledges that it has had a full, fair and ample opportunity to review the affairs, business, history, records and accounts as the case may be, of the Company and has satisfied itself as to the same. The Buyer relies upon the results of its own investigation and experience except to the extent that a specific warranty or representation has been made herein by the Shareholder.
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Acknowledgement of the Buyer. We, Onfolio Holdings Inc. hereby acknowledge receipt of a copy of the foregoing letter (with its schedules) and the documents annexed to it as the Disclosure Bundle (which together constitute the Disclosure Letter referred to in the Agreement). Xxxxxxx Xxxxx for and on behalf of Onfolio Holdings Inc. Date:
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Acknowledgement of the Buyer. The Buyer acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective representatives) that: (a) it has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Targets and the Business and has been afforded satisfactory access to the books and records, facilities and personnel of the Targets and the Business for purposes of conducting such investigation and verification, (b) the representations and warranties of the Targets expressly and specifically set forth in Article 3 of this Agreement constitute the sole and exclusive representations and warranties of the Targets in connection with the transactions contemplated by this Agreement (the “Targets Representations”), (c) the representations and warranties of the Sellers expressly and specifically set forth in Article 4 of this Agreement constitute the sole and exclusive representations and warranties of the Sellers in connection with the transactions contemplated by this Agreement (the “Sellers Representations”), (d) except for the Targets Representations and the Sellers Representations, none of the Targets, the Sellers or any other Person makes, or has made, any other express or implied representation or warranty with respect to the Sellers, the Targets or their Subsidiaries or the transactions contemplated by this Agreement and all other representations and warranties of any kind or nature expressed or implied (including (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any other information, document or material provided to or made available to the Buyer or its Affiliates or representatives in certain “data rooms,” management presentations or in any other form in expectation of the transactions contemplated by this Agreement, including meetings, calls or correspondence with management of the Targets or the Sellers, and (ii) any relating to the future or historical business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of the Targets, or the quality, quantity or condition of the Targets’ assets) are specifically disclaimed by the Sellers, the Targets and all other Persons (including the representatives of the Targets and the Sellers and its Affiliates and their respect...
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Acknowledgement of the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, and that in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own investigation and verification and the representations and warranties of the Seller and the Company expressly set forth in Sections 3.1 and 3.2 and the representations and warranties set forth in the Transaction Documents. Such representations and warranties by the Seller and the Company constitute the sole and exclusive representations and warranties of the Seller and the Company to the Buyer in connection with the transactions contemplated by this Agreement, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by the Seller and the Company.
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Acknowledgement of the Buyer. The Buyer acknowledges and agrees that:
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Related to Acknowledgement of the Buyer

  • Acknowledgement and Confirmation Each party to this Amendment hereby confirms and agrees that, after giving effect to this Amendment and the amendments contemplated hereby, and except as expressly modified hereby, the Credit Agreement and the other Credit Documents to which it is a party remain in full force and effect and enforceable against such party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • ACKNOWLEDGEMENT OF RECEIPT Each of the parties acknowledges receiving an executed copy of this Agreement.

  • Acknowledgement of Rights The Company acknowledges that, with respect to any Securities held by the Trust or a trustee of the Trust, if the Preferred Trustee of such Trust fails to enforce its rights under this Indenture as the holder of the Securities held as the assets of the Trust, any holder of the Trust Securities may institute legal proceedings directly against the Company to enforce such Preferred Trustee's rights under this Indenture without first instituting any legal proceedings against such Preferred Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of (or premium, if any) or interest on the Securities when due, the Company acknowledges that a holder of Trust Securities may directly institute a proceeding for enforcement of payment to such holder of the principal of (or premium, if any) or interest on the Securities having a principal amount equal to the aggregate liquidation amount of the Trust Securities of such holder on or after the respective due date specified in the Securities.

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Acknowledgement of Risk (a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Securities; (ii) an investment in the Company is speculative, and only Purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) the Purchaser may not be able to liquidate its investment; (iv) transferability of the Securities is extremely limited; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents;

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • Acknowledgement of Full Understanding THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

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