Nature of Sale. Notwithstanding any other provision of this Agreement, Company Common Stock shall be treated as Registrable Securities only if and so long as it has not been (a) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (b) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale.
Nature of Sale. BUYER ACKNOWLEDGES THAT IT IS FULLY AWARE OF THE QUALITY, PHYSICAL CONDITION AND VALUE OF THE PROPERTIES AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER AS TO THE CONDITION OF THE PROPERTIES IN PURCHASING THE PROPERTIES. BUYER FURTHER ACKNOWLEDGES THAT BUYER'S OBLIGATION TO PURCHASE THE PROPERTIES IS NOT SUBJECT TO A DUE DILIGENCE REVIEW PERIOD AND THAT BUYER HAS HAD AMPLE OPPORTUNITY TO EVALUATE AND ASSESS THE PROPERTIES PRIOR TO THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE PROPERTIES "AS IS", AND THAT SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION OR VALUE OF THE PROPERTIES, OR THE INCOME OR EXPENSES FROM OR OF THE PROPERTIES. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT SELLER MAKES NO WARRANTY OF HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ENVIRONMENTAL MATTERS OR THE AMERICANS WITH DISABILITIES ACT OR STATE DISABILITIES LAWS, OR OTHER REPRESENTATION OR WARRANTY REGARDING THE PROPERTIES, THE CONDITION THEREOF, THE SUITABILITY OF THE PROPERTIES FOR ANY PARTICULAR USE, OR OTHERWISE. BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE BUYER TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. FURTHERMORE, BUYER ACKNOWLEDGES THAT IT IS NOT IN A DISPARATE BARGAINING POSITION RELATIVE TO SELLER WITH RESPECT TO THIS AGREEMENT.
Nature of Sale. The purchase and sale pursuant to this Section 9.25 shall be expressly made without representation or warranty of any kind by the Revolving Lenders as to the Revolving Credit Obligations or otherwise and without recourse to the Revolving Lenders, except for representations and warranties as to the following: (a) the amount of the Revolving Credit Obligations being purchased (including as to the principal of and accrued and unpaid interest on such Revolving Credit Obligations, fees and expenses thereof), (b) that the Revolving Lenders own the Revolving Credit Obligations free and clear of any Liens and (c) each Revolving Lender has the full right and power to assign its Revolving Credit Obligations and such assignment has been duly authorized by all necessary corporate action by such Revolving Lender.
Nature of Sale. The purchase and sale pursuant to this Section 12.24 shall be expressly made without representation or warranty of any kind by the Revolving Lenders as to the Revolving Credit Obligations or otherwise and without recourse to the Revolving Lenders, except for representations and warranties as to the following made by each selling Lender severally (and not jointly): (i) the amount of the Revolving Credit Obligations being purchased from such selling Lender (including as to the principal of and accrued and unpaid interest on such Revolving Credit Obligations, fees and expenses thereof), (ii) that such selling Lender owns the Revolving Credit Obligations held by it free and clear of any Liens created by it and (iii) such selling Lender has the full right and power to assign its Revolving Credit Obligations and such assignment has been duly authorized by all necessary corporate action by such selling Lender. Notwithstanding anything herein, each selling Revolving Lender shall retain all of their respective indemnification rights under the Credit Documents arising in respect of any act or omission that occurred on or before the date of such purchase and sale, and in furtherance of the foregoing, no amendment to such indemnification rights or their priority under any waterfall provision shall be amended, modified, waived or terminated without the consent of each affected selling Lender. In connection with any such exercise of the purchase option pursuant to this Section 12.24, the purchasing Term Lenders may amend the payment priority of all or any portion of the Revolving Loans and Revolver Commitments so purchased to remove the “super priority” provisions relating thereto and cause such purchased Revolving Loans and Revolver Commitments to be pari passu in right of payment with the Term Loans hereunder (it being understood that such purchased Revolving Loans and Revolver Commitments shall otherwise contain the same terms and provisions otherwise applicable to the existing Revolving Loans and Revolver Commitments). The Borrowers and the Lenders hereby agree that this Agreement may be amended without the consent of any Person to effect the foregoing changes.
Nature of Sale. Such purchase and sale shall be expressly made without representation or warranty of any kind by the First Lien Creditors as to the First Lien Obligations or otherwise and without recourse to the First Lien Creditors, except for representations and warranties as to the following: (a) the amount of the First Lien Obligations being purchased (including as to the principal of and accrued and unpaid interest on such First Lien Obligations, fees and expenses thereof), (b) that the First Lien Creditors own the First Lien Obligations free and clear of any Liens and (c) each First Lien Creditor has the full right and power to assign its First Lien Obligations and such assignment has been duly authorized by all necessary corporate action by such First Lien Creditor.
Nature of Sale. (a) The Purchaser represents and warrants that it is familiar with the financial condition of the Company, its business and prospects, that it has had full opportunity to investigate and review the foregoing, and that it has received from the Company, answers and other information deemed necessary by it to consider in connection with its decision to invest in the Shares. The Purchaser is acquiring the Shares "as is" without recourse, except for the express covenants, representations and warranties set forth herein and in the documents executed in connection herewith.
Nature of Sale. Notwithstanding any other provision of this Agreement, Common Stock shall only be treated as Registrable Securities if and so long as it remains a Restricted Security.
Nature of Sale. The purchase, assignment and sale pursuant to this Section 10.28 shall be expressly made without representation or warranty of any kind by the Priority Revolving Lenders as to the Subject Obligations or otherwise and without recourse to the selling Priority Revolving Lenders, except for representations and warranties as to the following: (i) the amount of the Subject Obligations being purchased (including as to the principal of and accrued and unpaid interest on such Subject Obligations, fees and expenses thereof), (ii) that such Priority Revolving Lender owns the Subject Obligations held by it free and clear of any Liens and (iii) such Priority Revolving Lender has the full right and power to assign its Subject Obligations and such assignment has been duly authorized by all necessary corporate action by such Priority Revolving Lender, as the case may be.
Nature of Sale. Buyer acknowledges and agrees that, except as set forth in this Agreement, and/or any Exhibits or documents delivered by Seller at the Closing, the sale of the Property as provided for herein is made on an "AS-IS" condition and basis and that Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the water, soil and geology; (b) the income to be derived from the Property; (c) the suitability of the Property for any and all activities and uses which Buyer may conduct thereon; (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (e) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (f) the manner or quality of the construction or materials incorporated into the Property; (g) the manner, quality, state of repair or lack of repair of the Property; or (h) any other matter with respect to the Property, and specifically, except as set forth in this Agreement, and/or any Exhibits or documents delivered by Seller at the Closing, that Seller has not made, does not make, and specifically disclaims any representations regarding compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, or the disposal or existence, in or on the Property, of any Hazardous Materials. Xxxxx further acknowledges and agrees that having been given the opportunity to inspect the Property, Xxxxx is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller, except as set forth in this Agreement, and/or any Exhibits or documents delivered by Seller at the Closing. Xxxxx further acknowledges and agrees that any information provided or to be provided by or on behalf of Seller with respect to the Property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and except as set forth in this Agreement, and/or any Exhibits or documents delivered by Seller at the Closing makes no representations as to the ...
Nature of Sale. Such purchase of the Senior Debt shall be (i) made pursuant to agreements, documents and instruments reasonably satisfactory in form and substance to Senior Agent and the other Senior Secured Parties (including the releases and indemnities referred to in Section 19(c), (ii) expressly made without any representation or warranty of any kind by Senior Agent or Senior Secured Parties as to the Senior Debt or otherwise and without recourse to Senior Agent or Senior Secured Parties, except for representations and warranties as to the following: (A) the notional amount of the Senior Debt being purchased (including as to the principal of and accrued and unpaid interest on such Senior Debt, and fees and expenses in respect thereof), (B) that Senior Secured Parties own the Senior Debt free and clear of any liens created by Senior Agent, on behalf of itself and the other Senior Secured Parties, and (C) Senior Secured Parties have the full right and power to assign the Senior Debt and such assignment has been duly authorized by all necessary action by Senior Agent and Senior Secured Parties and (iii) upon the representation that Senior Agent and any other purchaser of the Senior Debt is eligible to be an assignee of the Senior Documents and to assume any unperformed obligations of Senior Agent and Senior Secured Parties thereunder. Upon the consummation of the purchase option described in this Section 19, all commitments on the part of Senior Agent and Senior Secured Parties to fund loans or provide Letters of Credit under the Senior Credit Agreement shall be terminated and extinguished. None of the Subordinated Agent or any Subordinated Creditor shall have any claim against Senior Agent or any Senior Secured Party for any remedies or actions taken by Senior Agent and Senior Secured Parties with respect to the Senior Debt or any Collateral securing such Senior Debt.
