Buyer Acknowledgments. Xxxxx acknowledges and agrees to the following:
Buyer Acknowledgments a. Buyer acknowledges that the xxxxxxx money deposit is non-refundable and that this contract is not contingent upon financing nor the property appraising for the purchase price.
Buyer Acknowledgments. Buyer’s delivery of an Approval Notice to Seller is Buyer’s acknowledgement that (i) it will have reviewed or have had adequate time and opportunity to review the Due Diligence Materials and conduct its diligence review of the Property and matters affecting the Property, (ii) certain of the Due Diligence Materials may have been prepared by parties other than Seller and Seller makes no representation or warranty of any kind whatsoever, express or implied, as to the accuracy or completeness of any Due Diligence Materials prepared by third parties, (iii) Buyer has not relied upon any representations or warranties by Seller or any Seller Related Party not specifically set forth in this Agreement or the Transaction Documents, and has made and relied solely on its own independent investigation, inspections, analyses, appraisals and evaluations of facts and circumstances affecting the Property and the transactions contemplated under this Agreement, and (iv) Buyer is a sophisticated purchaser, with experience in acquiring, owning and operating real property in the nature of the Property, and is familiar with, and freely undertakes, the risks associated with sale transactions that involve purchases based on limited information, representations and disclosures.
Buyer Acknowledgments. The Buyer acknowledges and agrees that the Financier may, upon the occurrence of a Finance Event of Default of which the Buyer receives notice in accordance with clause 2.10 (“Finance Event of Default”), and for so long as that notice is not revoked by the Financier by notice given by it to the Buyer, directly exercise the rights, remedies and powers of the Seller under the Contract subject to clause 4.3(d) (“Buyer consents, acknowledgments and confirmations”). For the avoidance of doubt and without limiting clause 4.3(b) (“Buyer consents, acknowledgments and confirmations”), it is acknowledged and agreed that the taking of any steps by the Financier to enforce any Security Document will not (of itself) be relied upon by the Buyer as giving rise to a right of Termination of the Contract. Consequences of enforcement If the Financier appoints a Controller over the Contract or otherwise appoints an Enforcing Party pursuant to the Security Documents (following the occurrence of a Finance Event of Default of which the Buyer receives notice in accordance with clause 2.10 (“Finance Event of Default”)): subject to clause 4.3(d) (“Buyer consents, acknowledgments and confirmations”), the Seller must continue to comply with its obligations in accordance with the Contract; the Buyer must continue to duly and punctually perform and observe its duties and obligations under the Contract (in accordance with its terms); the Contract will remain in full force and effect; unless the Enforcing Party has notified the Buyer in writing that it agrees to assume a liability or obligation of the Seller under the Contract, the Enforcing Party will not be liable to the Buyer in respect of any events, acts or omissions which have occurred or should have occurred, or for any liability of the Seller to the Buyer in relation to the Contract in respect of any event, act or omission; and the Financier must notify the Buyer, stating that it is a notice under this paragraph (e), of the enforcement or exercise of any of its rights, powers or remedies under any Security Document (including by appointing a Controller or other Enforcing Party) promptly after it has enforced or exercised such rights, powers or remedies (however, the parties acknowledge and agree that any failure by the Financier to provide the notice contemplated in this paragraph (e) does not invalidate any purported enforcement or exercise of any such rights, powers or remedies by the Financier).
Buyer Acknowledgments. BUYER REPRESENTS THAT, OTHER THAN SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, IT HAS RELIED AND SHALL RELY SOLELY ON (I) ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY, AND (II) BUYER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON ITS INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY. BUYER HAS CONDUCTED, OR BY THE CLOSING WILL CONDUCT, SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMED OR SHALL DEEM NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. UPON CLOSING, BUYER SHALL, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER THE PROPERTY, AND SUBJECT TO THE EXPRESSED REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS (LATENT AND APPARENT). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT, EMPLOYEE OR CONTRACTOR OF SELLER, OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF SECTION 5.1 AND THIS SECTION 5.2 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL NOT BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY SELLER, ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. 3990 Bxxxxxx -16- Purchase and Sale Agreement BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN SECTION 5.1 AND THIS ...
Buyer Acknowledgments. Buyer specifically acknowledges that, except for Seller’s representations herein, and subject to Seller’s obligations as contained in this Agreement, Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, or any director, officer, employee, representative, broker, or other agent of either of them, as to any matters concerning the Premises, the Permits, Assets and/or the Business conducted therewith, including: (a) the condition or safety of the Premises or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and geology, lot size, or suitability of the Premises or its improvements for a particular purpose; (b) whether the appliances, if any, plumbing, or utilities are in working order; (c) the habitability or suitability for occupancy of any structure and the quality of its construction; (d) the fitness or condition of any personal property; (e) whether the fixtures or improvements are structurally sound, in good condition, or in compliance with applicable Laws; (f) the profits or losses relating to operations at the Premises; (g) the legal or tax consequences of this Agreement or the transactions contemplated hereby; (h) the environmental condition of the Premises, including but not limited to the possible presence of petroleum products and/or hazardous substances in, under, or near the Premises; (i) the continued validity of the Permit and (j) the completeness or accuracy of any information provided to Buyer by Seller or their agents. Buyer understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Seller’s willingness to enter into this Agreement. AGREEMENT FOR PURCHASE OF LLC INTEREST Initials: _______ _______ _______
Buyer Acknowledgments. Buyer, acting through its own management personnel, counsel, and accountants has been given the opportunity to inspect and examine the books, documents, records, Contracts, leases, licenses, permits, purchase agreements and other agreements, business arrangements and commitments including but not limited to those described in the Schedules and Exhibits attached hereto (collectively the “Records”) of Seller for purpose of determining the acceptability to Buyer of Seller's titles to the issued and outstanding Company Stock and underlying assets and the condition of such assets. Buyer, acting through the above referenced individuals, has also been given the opportunity to investigate, inspect and examine the material aspects of the business of Seller and all of its assets and liabilities. In addition to the foregoing, Buyer has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of Seller and Seller’s management personnel acting on its behalf concerning the business, its assets and this transaction, and to obtain any additional information, to the extent that Seller was in possession of such information, or was able to acquire it without unreasonable effort or expense, necessary to verify the accuracy of the Records and information furnished; and Buyer has availed itself of such opportunity to the extent Buyer considers appropriate in order to permit Buyer to evaluate the merits and risks of the contemplated acquisition of Seller’s shares or units of issued and outstanding Company Stock. With respect to the foregoing investigations, Buyer has determined and agrees that:
Buyer Acknowledgments. Certain understandings and obligations of you, as the Buyer, concerning the transaction, including, but not limited to, your choices regarding selection of the title provider and closing agent, and your election regarding whether to finance the Technology Fee and Xxxxx’s Premium as part of the purchase price of the Property
Buyer Acknowledgments. Xxxxx acknowledges and agrees to the following: Sample
Buyer Acknowledgments. As of the date hereof and the date of the Closing, the Buyer separately acknowledges that:
