Buyer Reliance. The Buyer acknowledges that it and its representatives have had a reasonable opportunity to meet with the Seller to discuss the Assets and that it has relied upon its own independent investigation of the Assets in reaching the determination to purchase the Assets. The Buyer acknowledges that neither the Seller nor any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Assets furnished or made available to the Buyer and its representatives, except as expressly set forth in this Agreement.
Buyer Reliance. Buyer is experienced in and knowledgeable about the ownership and management of commercial real estate properties, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Buyer agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Buyer has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants, except as expressly set forth in Section 11.1.
Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement and the transactions contemplated by this Agreement. The Buyer is entitled to deal exclusively with the Representative on all matters relating to this Agreement and the transactions contemplated by this Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Seller and Sosnoff, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Person. Any notice or communication delivered by the Buyer to the Representative shall be deemed to have been delivered to all the Sellers and Sosnoff. The Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller or Sosnoff in connection with this Agreement and the transactions contemplated by this Agreement unless the same is made, given or executed by the Representative. For all purposes of this Agreement, the Buyer shall be entitled to regard and rely on all actions and decisions taken or made by Xx. Xxxxx X. Steinberg as being the duly authorized actions and decisions of the Representative.
Buyer Reliance. The Buyer Parties acknowledge that they and their representatives have been permitted reasonable access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Sellers that they and their representatives have desired or requested to see or review, and that they and their representatives have had a reasonable opportunity to meet with the officers and employees of the Sellers to discuss the Brand Assets. The Buyer Parties acknowledge that none of the Sellers or any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Brand Assets furnished or made available to the Buyer Parties and their representatives, except as expressly set forth in this Agreement, and none of the Sellers or any other Person (including any officer, director, trustee or stockholder of any Seller) shall have or be subject to any liability to the Buyer Parties or any other person resulting from the Buyer Parties’ use of any information, documents or material made available to the Buyer Parties in any “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby or thereby. The Buyer Parties acknowledge that, upon the Closing, the Buyer and Lander shall acquire the Brand Assets without any representation or warranty as to merchantability or fitness for any particular purpose, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted or expressly agreed to in this Agreement; provided, however, that nothing in this Section 4.20 is intended to limit or modify the representations and warranties contained in Article 3. The Buyer Parties acknowledge that, except for the representations and warranties contained in Article 3, neither the Sellers nor any other Person has made, and the Buyer Parties have not relied on any other express or implied representation or warranty by or on behalf of the Sellers and that neither the Sellers nor any other Person, directly or indirectly, has made, and the Buyer Parties have not relied on, any representation or warranty regarding the pro forma financial information, financial projections, budgets, projections, estimates, and/or other forward-looking statements of the Sellers, and the Buyer Parties will make no claim with respect thereto.
Buyer Reliance. By execution hereof, the Sellers hereby instruct and authorize the Sellers’ Solicitors to accept payment of the cash consideration hereunder, from time to time, on behalf of the Sellers and to promptly disburse to the Sellers their pro rata portion thereof, net of their pro rata share of any applicable fees and expenses (and such reserves for contingencies as the Sellers’ Representative may deem necessary or appropriate). The Buyer shall be entitled to rely on the full power and authority of the Sellers’ Representative to act hereunder on behalf of the Sellers, and shall not be liable in any way whatsoever for any action the Buyer takes or omits to take in reliance upon such power and authority. The Sellers shall look solely to the Sellers’ Solicitors for payment of their pro rata share of the cash consideration paid to the Sellers’ Solicitors by the Buyer, and they shall have no recourse against the Buyer or any of its Affiliates or agents for payment thereof; provided, however, that this sentence shall in no way limit the Sellers’ or the Sellers’ Representative’s power to enforce any of the Sellers’ rights hereunder.
Buyer Reliance. Buyer is experienced in and knowledgeable about the ownership and management of multi-family residential rental real estate properties, and it has relied and will rely exclusively (except as expressly set forth in Section 11.1) on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Buyer agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Buyer has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants, except as expressly set forth in Section 11.1.
Buyer Reliance. Should any litigation arise by reason of Seller's representations or warranties the parties intend that Buyer place no reliance upon said representations, and that Buyer conduct an appropriate inquiry into the truth or falsity of any and all representations to ascertain Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) the true conditions of the Property. In any litigation, Seller have liability only to the extent it can be shown that Seller willfully made a false representation or willfully concealed a material fact from Buyer, and that Buyer had no method whereby Buyer could protect itself based upon its own investigation and diligence.
Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement and the transactions contemplated by this Agreement. The Buyer and/or the Surviving Company is entitled to deal exclusively with the Representative and, to the extent expressly set forth herein, JMI on all matters relating to this Agreement and the transactions contemplated by this Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Equityholder other than JMI, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Equityholder. Any notice or communication delivered by the Buyer and/or the Surviving Company to the Representative and JMI shall be deemed to have been delivered to all the Equityholders. The Buyer and/or the Surviving Company shall be entitled to disregard any decisions, communications or writings made, given or executed by any Equityholder other than JMI in connection with this Agreement and the transactions contemplated by this Agreement unless the same is made, given or executed by the Representative.
Buyer Reliance. 122 21.21 Concurrent Closing .............................122 EXHIBITS Exhibit A - Form of Proration Statement Exhibit B-1 - Form of Opinion of Counsel to Pacific and Stockholders Exhibit B-2 - Form of Opinion of Counsel to Pacific and Stockholders Exhibit C-1 - Form of Non-Competition Agreement for Xxxxx X. Xxxxxxx Exhibit C-2 - Form of Non-Competition Agreement for Xxxxxxx X. Xxxxxxx Exhibit D - Assignment and Assumption Agreement Exhibit E - Form of Opinion of Buyer's Counsel Exhibit F - Deposit Escrow Agreement Exhibit G - Put Purchase Agreement
Buyer Reliance. By execution hereof by the Stockholders, they as Agent, agree to accept disbursements under this Agreement or documents executed in connection herewith on behalf of the Stockholders and to promptly disburse to the Stockholders who have executed this Agreement their pro rata portion thereof. Buyer shall be entitled to rely on the full power and authority of the Agent to act hereunder and under any Exhibit or Schedule hereto on behalf of the Stockholders, and shall not be liable in any way whatsoever for any action it takes or omits to take in reliance upon such power and authority. The Stockholders shall look solely to the Agent for payment to them of their pro rata share of any amounts payable to the Stockholders pursuant to this Agreement and they shall have no recourse against Buyer or any of its Affiliates or agents for payment thereof; provided, however, that this sentence shall in no way limit the Agent's power to enforce the Stockholders' rights hereunder.
