Independent Transaction Clause Samples

Independent Transaction. Each party to this Agreement hereby represents, warrants, acknowledges and covenants that, notwithstanding any other provision of this Agreement, and notwithstanding any role by Broker or Pershing or any of its affiliates, directors, officers, agents, employees, counsel, accountants, advisors or representatives in referring Debtor to Secured Party, or Secured Party to Debtor, in respect of any loan or other transaction, including any transaction contemplated by this Agreement or to which this Agreement relates (each a “Referral”): (a) each of Debtor and Secured Party is making an independent determination and evaluation as to whether, and on what terms, to engage in any transaction with the other (including in respect of the execution, delivery and performance of this Agreement), (b) Broker is not acting as representative or in any representational capacity for or on behalf of Secured Party, and is not acting as agent or broker for Secured Party except as specifically provided herein, and (c) Broker and Pershing do not make any representation or warranty of any type whatsoever to Secured Party with respect to any information concerning Debtor which Secured Party may obtain from Debtor, Broker or Pershing or any other person (including any statements, confirmations or other information sent to Secured Party pursuant to Section 2.3 hereof), and Broker and Pershing shall have no obligation or responsibility to ascertain the accuracy of, or update in any respect, any such information.

Independent Transaction. This Agreement, and any investment made by any Purchaser hereunder, is independent of any other agreement or understanding that the Company (i) may have previously entered into with any Purchaser, or an affiliate of any Purchaser, or (ii) may hereafter enter into with any Purchaser, or any affiliate of a Purchaser. The Company and the Purchasers agree and acknowledge that the Company may hereafter enter into arrangements or agreements with one or more of the Purchasers (or their affiliates), including joint venture agreements, subscription agreements, or operating agreements, and that such arrangements or agreements shall have no effect on the terms of this Agreement or be conditioned upon the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or anything to the contrary herein, each Purchaser agrees and acknowledges that such Purchaser shall not participate in the Company’s next underwritten public offering occurring within six (6) months following the date of the Initial Closing in which the Company issues common stock.

Independent Transaction. Each shipment of Product hereunder shall constitute a separate and independent transaction and NVX shall be entitled to payment for each such shipment without reference to any other. Notwithstanding the foregoing, the Parties shall be entitled to reflect in the invoices any appropriate credits or similar adjustments thereto. [*] Confidential information has been omitted and filed separately with the Commission.

Independent Transaction. The decision by Feldman to enter into this Agreement and to consummate the Exchan▇▇ ▇▇▇▇emplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.

Independent Transaction. The decision by Bedford to enter into this Agreement and to sell the Shares Sold contemplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.

Independent Transaction. The decision by EGI to enter into this Agreement and to sell the Shares contemplated hereby has been made independent of the transactions described under subsections (a), (b) and (c) of Section 4.1 hereof.

Independent Transaction. Neither the Todd ▇▇▇tribution nor the SEG Contribution is a condition precedent to the 4MC Contribution. The 4MC Contribution may take place before, after, or concurrently with the Todd ▇▇▇tribution and/or the SEG Contribution.