Knowledgeable Purchaser Sample Clauses
The 'Knowledgeable Purchaser' clause establishes that the buyer is considered to have sufficient knowledge and understanding regarding the subject matter of the transaction. In practice, this means the purchaser affirms they have conducted their own due diligence, reviewed relevant information, and are not relying solely on the seller’s representations. This clause helps allocate risk by limiting the seller’s liability for issues the buyer could have discovered independently, ensuring that the buyer cannot later claim ignorance of facts that were reasonably accessible to them.
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Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws.
Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. In making the decision to enter into this Agreement and to consummate the transactions contemplated herby, Buyer has relied on its own independent due diligence investigation of the Properties, and has been advised by and has relied on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, in reviewing the Properties and in determining the value thereof.
Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase. Buyer is an “accredited investor,” as defined in Regulation D promulgated pursuant to the Securities Act, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. At Closing, Buyer will have had access to the Properties, the officers and consultants of Sellers, and the books, records, and files of Sellers relating to the Properties. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied on its own independent due diligence investigation of the Properties and has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, the Properties and the value thereof.
Knowledgeable Purchaser. Each Texoil Entity is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act of 1933 (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws.
Knowledgeable Purchaser. Purchaser is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate the Assets for purchase, and is acquiring the Assets for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. Purchaser will have access to the Assets and the books, records, and files of Seller relating to the Assets, and has had the opportunity to meet with Seller, its representatives and consultants to review and discuss the status of the Assets. In reviewing the Assets, determining the value thereof and making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied on (i) its knowledge of, and familiarity with, the Assets, (ii) its own independent due diligence investigation of the Assets, (iii) its own expertise and that of legal, land, tax, and other professional counsel concerning this transaction and (iv) Seller’s express representations and warranties in Article 4 and in the Assignment.
Knowledgeable Purchaser. Each Future Entity is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act of 1933 (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws.
Knowledgeable Purchaser. Purchaser (a) has sufficient knowledge and experience to evaluate the Company, the business of the Company, and the technical, commercial, financial, and other risks associated with acquiring the Membership Interests, (b) is financially capable of owning the Membership Interests, and (c) has or has access to the expert, professional and technical capability to obtain all necessary governmental approvals for the Company, and to finance and construct the Project.
Knowledgeable Purchaser. The Buyer (a) is represented by competent legal, tax and financial counsel in connection with the negotiation, execution, and delivery of this Agreement, (b) together with its Affiliates, has sufficient knowledge and experience in owning (directly or indirectly), managing and operating power generating facilities to enable it to evaluate the Company, the Investing Companies, the Project Companies and the Projects and the business of the Company and the technical, commercial, financial, legal, regulatory and other risks associated with owning the Company Stock and an indirect interest in the Project Companies and the Projects, (c) acknowledges that pursuant to this Agreement it has, prior to the date hereof, performed all due diligence that it has deemed necessary to perform in order to close the transactions contemplated hereby, in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, (d) acknowledges that certain of the Projects are in the design and pre-construction stages, (e) has relied on its own independent investigation, analysis and evaluation of the Company, the Investing Companies, the Project Companies and the Projects and their properties, assets, business, financial condition and prospects and upon the express representations and warranties of the Seller in this Agreement and in any certificate delivered at the Closing, and is not relying on any other representations, warranties, documents or statements of or provided by the Seller or any Affiliate thereof, whether in writing or orally and (f) together with its Affiliates, is financially capable of purchasing and owning the Company Stock and performing its obligations under this Agreement.
Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase. Buyer is an “accredited investor,” as defined in Regulation D promulgated pursuant to the Securities Act, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied only on Sellers’ representations and warranties under Article IV and its own independent due diligence investigation of the Properties. Buyer acknowledges that it has been advised by and has relied on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, the Properties and the value thereof.
Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, and has the ability to evaluate (and in fact has evaluated) the Oil and Gas Assets for purchase. Buyer is an “accredited investor,” within the meaning of Regulation D under the Securities Act, and is acquiring the Oil and Gas Assets for its own account and not with the intent to make a distribution within the meaning of the Securities Act or a distribution thereof in violation of any other applicable securities laws. Buyer has had access to the Oil and Gas Assets, the officers and consultants of Seller, and the books, Records, and files of Seller relating to the Oil and Gas Assets. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, except for the representations and warranties of Seller in Article IV or in the Assignment or Deed, Buyer has relied on its own independent due diligence investigation of the Oil and Gas Assets and has been advised by and has relied solely on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, the Oil and Gas Assets and the value thereof.