Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreement, the Seller acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Seller further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's purchase of the Shares. The Seller further represents to the Purchaser and the Company that the Seller's decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller and its representatives.
Appears in 10 contracts
Sources: Purchase Agreement (Lebow Bennett S), Purchase Agreement (Lebow Bennett S), Purchase Agreement (Lorber Howard M)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’ purchase of the SharesSecurities. The Seller Company further represents to the Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company and its representatives.
Appears in 2 contracts
Sources: Warrant Purchase Agreement (Umami Sustainable Seafood Inc.), Note and Warrant Purchase Agreement (Umami Sustainable Seafood Inc.)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’s purchase of the SharesSecurities. The Seller Company further represents to the Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company and its representatives.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Lapis Technologies Inc), Note and Warrant Purchase Agreement (Lapis Technologies Inc)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’ purchase of the SharesSecurities. The Seller Company further represents to the Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company and its representatives.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Nexgen Biofuels LTD), Note and Warrant Purchase Agreement (Nexgen Biofuels LTD)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller Company acknowledges and agrees that each of the Purchaser Purchasers is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the no Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the any Purchaser or any of its their respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's Purchasers’ purchase of the SharesSecurities. The Seller Company further represents to the each Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company and its representatives.
Appears in 2 contracts
Sources: Securities Purchase and Registration Rights Agreement (ONE Bio, Corp.), Securities Purchase and Registration Rights Agreement (Arno Therapeutics, Inc)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller acknowledges Company and agrees the Parent acknowledge and agree that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company and the Parent further acknowledges acknowledge that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company or the Parent (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’ purchase of the SharesSecurities. The Seller Company and the Parent further represents to the Purchaser that the Company’s decision and the Company that the Seller's Parent’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company, the Parent and its their representatives.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Genesis Group Holdings Inc)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreement, the Seller The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the Related Agreements and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacitycapacity with respect to the Company) with respect to this Agreement and the Related Agreements and the transactions contemplated hereby and thereby and any advice given by the Purchaser or any of its respective representatives or agents to the Company in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's purchase of the SharesSecurities. The Seller Company further represents to the Purchaser and the Company that the SellerCompany's decision to enter into this Agreement and the Related Agreements has been based solely on the independent evaluation of the transactions contemplated hereby and thereby by the Seller Company and its representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Fuelcell Energy Inc)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreement, the Seller The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement and the Related Agreements and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacitycapacity with respect to the Company) with respect to this Agreement and the Related Agreements and the transactions contemplated hereby and thereby and any advice given by the Purchaser or any of its respective representatives or agents to the Company in connection with this Agreement and the Related Agreements and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’s purchase of the SharesSecurities. The Seller Company further represents to the Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement and the Related Agreements has been based solely on the independent evaluation of the transactions contemplated hereby and thereby by the Seller Company and its representatives.
Appears in 1 contract
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreement, the Seller acknowledges The Company and agrees its Subsidiaries acknowledge and agree that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated hereby. The Seller Company and its Subsidiaries further acknowledges acknowledge that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company and its Subsidiaries (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’s purchase of the SharesSecurities. The Seller Company and its Subsidiaries further represents represent to the Purchaser that Company’s and the Company that the Seller's its Subsidiaries’ decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company, and its their representatives.
Appears in 1 contract
Sources: Securities Purchase Agreement (Gaming Technologies, Inc.)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreement, the Seller acknowledges Sellers acknowledge and agrees agree that the Purchaser is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby. The Seller Sellers further acknowledges acknowledge that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Sellers (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's purchase of the Shares. The Seller Sellers further represents represent to the Purchaser and the Company that the Seller's Sellers' decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Sellers and its their representatives.
Appears in 1 contract
Sources: Purchase Agreement (Lebow Bennett S)
Acknowledgment Regarding Purchasers’ Purchase of Securities. Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with this Agreementthe Transaction Documents, the Seller Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm's ’s length purchaser with respect to this Agreement the Transaction Documents and the transactions contemplated herebyhereby and thereby. The Seller Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Seller Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Purchaser or any of its respective representatives or agents in connection with this Agreement the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's ’s purchase of the Shares. The Seller Company further represents to the Purchaser and the Company that the Seller's Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Seller Company and its representatives.
Appears in 1 contract