Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of real estate, 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. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Purchaser 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.
Purchaser Reliance. Purchaser 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 except as expressly set forth in Section 13.1 or elsewhere herein. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Purchaser 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 13.1.
Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership, management, leasing and purchase of commercial real estate, and 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 tax or legal status, condition, value and potential. Purchaser agrees that, notwithstanding the fact that it has received certain information from any Seller or its agents or consultants, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by any Seller or its agents or consultants, except solely for the representations in this Agreement or as provided in the Closing documents. Subject to the provisions of this Section 9.1, Purchaser hereby agrees to indemnify and hold harmless each Seller, each Seller’s Affiliates, members, directors and officers of each of them, and their respective heirs, successors, personal representatives and assigns (each, a “Seller Party” and collectively, the “Seller Parties”) with respect to any and all suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs, including, without limitation, reasonable attorneys’ and experts’ fees and costs of investigation and remediation costs, that may arise on account of a breach of any of Purchaser’s representations and warranties contained in this Agreement. The representations and warranties of Purchaser as set forth in or made pursuant to this Agreement shall survive the Closing Date for a period of nine (9) months and shall not be deemed merged into any instrument of conveyance delivered at the Closing, and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time. Notwithstanding the foregoing, if, prior to the Closing, Sellers obtain actual knowledge that any representation and/or warranty of Purchaser is inaccurate or incorrect and Sellers nonetheless proceeds with the Closing, Purchaser shall have no liability for any such inaccurate or incorrect representation or warranty. Sellers’ actual knowledge as aforesaid will be limited to information obtained by Xxxxx Xxxxxxxxx, after making inquiry with Sellers’ property manager for the Property, without any implied knowledge of any other party. Purchaser shall hav...
Purchaser Reliance. Each Seller hereby irrevocably constitutes and appoints each of the Control Sellers, individually, as its Representative (each a “Representative”) and as its true and lawful agent and attorneys-in-fact with full power and authority to act, including full power of substitution, in its name and on its behalf with respect to all matters arising from or in any way relating to this Agreement, or the transactions contemplated hereby, to (i) represent, act for and on behalf of, and bind each of the Sellers in the performance of all of their obligations arising from or relating to this Agreement and Contemplated Transactions (including any other agreements incident thereto), including (A) the execution and delivery of the Escrow Agreement and Registration Rights Agreement and any certificate or Contract required under this Agreement to be delivered by the Sellers at the Closing and (B) the making, negotiation and settlement of Claims of either the Purchaser or the Sellers for indemnification pursuant to Article 10 of this Agreement; (ii) accept delivery from the Purchaser of any payments under this Agreement and to distribute such payments in accordance with the terms of this Agreement; (iii) give and receive notices and receive service of process under or pursuant to this Agreement; (iv) represent, act for, and bind each of the Sellers in the performance of all of their obligations arising from or related to indemnification in Article 10, including, without limitation, in any arbitration or litigation in respect thereof; (v) waive any conditions to the Sellers’ obligation to close, (vii) amend this Agreement pursuant to Section 14.4 and (viii) perform any and all other duties and acts contemplated to be performed by the Representative as set forth in this Agreement and in any of the other Transaction Documents. This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Seller or by operation of law, whether by the death or incapacity of any Seller that is an individual, termination of any trust or estate, the dissolution, liquidation or bankruptcy or any corporation, partnership or other entity or the occurrence of any other event, and any action taken by the Representative shall be as valid as if such death, incapacity, termination, dissolution, liquidation, bankruptcy or other event had not occurred, regardless of whether or not the Representative shall have received any notice t...
Purchaser Reliance. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.
Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of real estate, 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.
Purchaser Reliance. The Purchasers 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 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 Purchasers acknowledge that, upon the Closing, Ascendia 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 5.20 is intended to limit or modify the representations and warranties contained in Article IV and the Purchasers’ right to rely thereon. The Purchasers acknowledge that, except for the representations and warranties contained in Article IV and the Schedules referred to therein, neither the Sellers nor any other Person has made, and the Purchasers have not relied on, any other express or implied representation or warranty by or on behalf of the Sellers and that neither the Seller nor any other Person, directly or indirectly, has made, and the Purchasers 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 Purchasers will make no claim with respect thereto.
Purchaser Reliance. Each Seller hereby authorizes Purchaser and its Affiliates to rely upon the agency created under Section 11.1(a) and releases Purchaser and its Affiliates from any and all liability to such Seller of whatever nature arising out of or relating to such agency, to the same extent as though any act committed or omitted by the Seller pursuant to such agency had been committed or omitted by such Seller.
Purchaser Reliance. 31 13.3 No Other Warranties and Representations......................31 13.3.1
Purchaser Reliance. The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller Warranties and the Purchaser acknowledges that it has not entered into this Agreement in reliance upon any other warranties, representations, covenants, undertakings, indemnities or other statements of any kind whatsoever other than those expressly set out in this Agreement.
