Acknowledgement clause samples

7. Voluntary Execution of Acknowledgement. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Acknowledgement, and is knowingly and voluntarily entering into this Acknowledgement.

merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or any of its Subsidiaries (including the Vessels). Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Schedules or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” or reviewed by Buyer or any of its Affiliates, agents or representatives pursuant to the Confidentiality Agreement) or management presentations regarding the Company and its Subsidiaries that have been provided to Buyer or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing, except as may be expressly set forth in this Agreement and in any Member Acknowledgement. Each of Buyer and Merger Sub understands and agrees that, except for the representations and warranties of the Company in this Agreement and in any Member Acknowledgement, any inventory, equipment, vehicles, vessels (including the Vessels), assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and, subject only to the representations and warranties contained in this Agreement and in any Member Acknowledgement, with all faults and without any other representation or warranty of any nature whatsoever.

and representatives (collectively, the “Company Related Persons”), whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that the Member or any other Member Related Person, has ever had, may now or hereafter have or arising from facts, occurrences or circumstances existing at or prior to the Effective Time, in each case, relating to the Company, its Subsidiaries or their respective businesses, including, without limitation, pursuant to the Company LLC Agreement, arising from or relating to the Transfer (as defined in the Company LLC Agreement) of the Interests pursuant to the Merger Agreement or otherwise, whether in law or in equity, in contract, in tort or otherwise, in any capacity, including any claims to any additional equity in the Company or any of its Subsidiaries or any distributions or payments (as consideration of services or otherwise) from the Company or any of its Subsidiaries by reason of any matter, cause or thing whatsoever (the “Released Claims”). Subject to paragraph 12 below, the Member agrees not to, and to cause the Member Related Persons not to, assert any Action against Buyer, the Surviving Company, the Company and the Company Related Persons with respect to the Released Claims. The Member agrees that it will not (and will not cause or permit any other Member Related Person to) exercise or assert any right of contribution, set-off or indemnity or any other right or remedy (including any such rights and remedies contained in the Company LLC Agreement) against the Company, any Company Related Person or the Surviving Company in connection with any Indemnification Claim or any other Liability to which such Member may become subject under the Merger Agreement or this Member Acknowledgement. The Member further agrees that after the Closing, it will not seek the rescission of the transactions contemplated by the Merger Agreement or this Member Acknowledgement.

14. The Member hereby acknowledges that it has read the instructions accompanying this Member Acknowledgement. The delivery hereof will, subject to payment of the portion of the Estimated Net Merger Consideration required to be paid to the Member under the Merger Agreement on the Closing Date, be irrevocable.