Common use of Sophisticated Buyer Clause in Contracts

Sophisticated Buyer. Such Buyer (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Shares, (c) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (d) has independently and without reliance upon the Seller, and based on such information and the advice of such advisors as such Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Buyer acknowledges that neither the Seller nor any of its affiliates is acting as a fiduciary or financial or investment adviser to such Buyer, and none of such persons has given such Buyer any investment advice, opinion or other information on whether the purchase of the Shares is prudent. Such Buyer further acknowledges that (i) the Seller currently may have, and later may come into possession of, material non-public information with respect to the Company that is not known to such Buyer and that may be material to a decision to buy the Shares (“Seller Excluded Information”), (ii) such Buyer has determined to buy the Shares notwithstanding its lack of knowledge of the Seller Excluded Information, (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to buy the Shares from the Seller pursuant to this Agreement, such Buyer is giving up the opportunity to buy the Shares at a lower price in the future and (iv) the Seller shall have no liability to such Buyer, and such Buyer to the fullest extent of the law waives and releases any claims, whether known or unknown, that it might have against the Seller (or its respective affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the purchase of the Shares and the transactions contemplated by this Agreement. Such Buyer understands that the Seller will rely on the accuracy and truth of the foregoing representations, and such Buyer hereby consents to such reliance.

Sophisticated Buyer. Such Buyer (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreementin the evaluation, (b) has adequate information concerning the business purchase, ownership and financial condition operation of the Company to make an informed decision regarding the purchase of the Shares, (c) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (d) has independently and without reliance upon the Sellerreal property, and based on such information and the advice of such advisors as such Buyer has deemed appropriate, made in making its own analysis and decision to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Such Buyer acknowledges that neither the Seller nor any of its affiliates is acting as a fiduciary or financial or investment adviser to such , Buyer, and none of such persons has given such Buyer any investment advice, opinion or other information on whether the purchase of the Shares is prudent. Such Buyer further acknowledges that : (i) has and shall have reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the Seller currently may have, presence of Hazardous Materials [as defined herein] in and later may come into possession of, material non-public information with respect to about the Company that is not known to such Buyer and that may be material to a decision to buy the Shares (“Seller Excluded Information”Property), (ii) such reports, investigations and inspections as Buyer has determined to buy the Shares notwithstanding its lack of knowledge of the Seller Excluded Information, (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to buy the Shares from the Seller pursuant to this Agreement, such Buyer is giving up the opportunity to buy the Shares at a lower price in the future and (iv) the Seller shall have no liability to such Buyer, and such Buyer to the fullest extent of the law waives and releases any claims, whether known or unknown, that it might have against the Seller (or its respective affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information deems appropriate in connection with the purchase Property; (ii) has relied or shall rely solely on its own independent investigation and evaluation of the Shares Property and the transactions contemplated representations and warranties of Seller expressly set forth in this Agreement; and (iii) except for and solely to the extent of the representations and warranties of Seller expressly set forth in this Agreement, Buyer has not relied on any representation or warranty made by Seller or any representative of Seller (including, without limitation, Seller Broker). No representation or warranty made by Buyer in this Agreement shall merge into any instrument of conveyance delivered at the Close of Escrow, but shall survive the Close of Escrow for a period of one (1) year (the “Rep Survival Termination Date”); provided, however, that if Seller notifies Buyer, on or before the expiration of the Rep Survival Termination Date of any alleged breach of a representation or warranty occurring prior to the Rep Survival Termination Date (a “Notice of Breach of Rep”), and Seller thereafter files a lawsuit in connection therewith against Buyer within sixty (60) days following the Rep Survival Termination Date, then the Rep Survival Termination Date shall be extended with respect to said representation and warranty until the date on which a final judgment is obtained in said lawsuit, beyond any possibility of appeal. Notwithstanding anything herein, if Seller discovers, prior to or at the Close of Escrow, that any representation or warranty of Buyer is false, misleading or inaccurate in any material respect, Seller may, at its option, terminate this Agreement, in which event Seller shall be entitled to pursue its remedies under Section 11(b) below and the parties hereto shall be relieved of all liabilities and obligations hereunder except for those obligations that expressly survive termination of this Agreement. Such If, however, Seller elects to proceed with the Close of Escrow notwithstanding such discovery, Seller shall be deemed to have waived any and all rights of recovery against Buyer understands that the Seller will rely on the accuracy and truth of the foregoing representationswith respect to such false, misleading or inaccurate representation or warranty, and such shall be permanently prohibited from later bringing a claim against Buyer hereby consents as to such reliancediscovered matter.

Sophisticated Buyer. Such Buyer (a) is a sophisticated individual or entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company Issuer to make an informed decision regarding the purchase of the SharesShares and the Warrants, and (c) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (d) has independently and without reliance upon the Seller, and based on such information and the advice of such advisors as such Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Buyer acknowledges that neither the Seller nor any affiliate of its affiliates the Seller is acting as a fiduciary or financial or investment adviser advisor to such Buyer, and none of such persons has not given such Buyer any investment advice, opinion or other information on whether the purchase acquisition of the Shares or the Warrants is prudent. Such Buyer further acknowledges that (i) the Seller currently may have, and later may come into possession of, material non-public information with respect to the Company Issuer that is not known to such Buyer and that may be material to a decision to buy purchase the Shares and the Warrants (“Seller Buyer Excluded Information”), (ii) such Buyer has determined to buy purchase the Shares and the Warrants notwithstanding its lack of knowledge of the Seller Buyer Excluded Information, and (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to buy the Shares from neither the Seller pursuant to this Agreement, such Buyer is giving up the opportunity to buy the Shares at a lower price in the future and (iv) the Seller nor its affiliates shall have no any liability to such BuyerBuyers, and such Buyer and, to the fullest extent of the law permitted by law, Buyer waives and releases any claims, whether known or unknownunknown and whether or not suspected by Buyer to exist, that it might have against the Seller (or its respective affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Buyer Excluded Information in connection with the purchase of the Shares and the Warrants and the transactions contemplated by this Agreement. Such Buyer understands that acknowledges the price for the Shares and/or the Warrants may significantly appreciate or depreciate over time and by agreeing to purchase the Shares and the Warrants from the Seller pursuant to this Agreement, Buyer acknowledges that it will rely on bear the accuracy and truth risk of any decline in value of the foregoing representations, and such Buyer hereby consents to such relianceShares and/or the Warrants.