Acknowledgment of Buyer. The Buyer acknowledges and agrees that with respect to any Transferred Note Receivable, the Buyer may ultimately receive from the Originator an amount less than the Sales Price paid by the Buyer to the Originator therefor, and that the Buyer shall have no recourse against the Originator for such deficiency of the principal, interest, fees, expenses or any other amounts owing under such Transferred Note Receivable, or under or pursuant to any of the related Note Receivable Documents or any other document executed in connection therewith; provided that the foregoing shall not be deemed to release the Originator from liability for its express representations, warranties and covenants under this Agreement.
Acknowledgment of Buyer. Buyer acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Company and that it has only a contractual relationship with the Company and Seller, based solely on the terms of this Agreement; provided however, that nothing in this Section 6.7 shall prevent Buyer from relying on the representations, warranties and covenants of Seller and Company under this Agreement.
Acknowledgment of Buyer. The Buyer hereby accepts the Personal Property subject to all conditions and limitations stated above. BUYER: By Its EXHIBIT H Assignment And Assumption Of Interest In Leases DATE: , 2011 ASSIGNOR: VIF II/York, L.P., a Delaware limited partnership ASSIGNEE: , a _____________________ RECITALS:
Acknowledgment of Buyer. In making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the representations and warranties regarding the Blocker Corp and the Selling Stockholders expressly and specifically set forth in this Agreement. Such representations and warranties by Selling Stockholders constitute the sole and exclusive representations and warranties of the Selling Stockholders to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied (including any relating to the future financial condition, results of operations, assets or liabilities of the Blocker Corp, or the quality, quantity or condition of the assets of the Blocker Corp) are specifically disclaimed by the Selling Stockholders. Except as expressly provided in this Agreement, the Selling Stockholders do not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, as for a particular purpose, conformity to samples, or condition of the assets of the Blocker Corp or any part thereto. Accordingly, Buyer hereby acknowledges that the Selling Stockholders are not making any representation or warranty with respect to any projections, including projected statements of operating revenues and income from operations of the Blocker Corp or any business plan information, if any, that Buyer may have received from the Selling Stockholders in connection with the negotiation and execution of this Agreement. Buyer further agrees that (i) none of the Blocker Corp, the Selling Stockholders nor any other Person shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution or failure to distribute to the Buyer, or the Buyer’s use of, any such forward-looking information and (ii) the Buyer has not relied on any such information.
Acknowledgment of Buyer. The Buyer and the Guarantor each acknowledges that:
Acknowledgment of Buyer. Buyer acknowledges that the Purchased Assets do not include the Brainerd Facility, the Xxxxxx Facility (but do include the Xxxxxx Landfill), or the Seller’s corporate headquarters located at 000 Xxxxx Xxxxx and 000 Xxxxx Xxxxx in Mosinee, Wisconsin (collectively, the “Excluded Facilities”).
Acknowledgment of Buyer. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Purchased Assets. Buyer confirms that Seller and Parent have made available to Buyer the opportunity to ask questions of the management employees of Seller and Parent and to acquire such additional information about the Business and the Purchased Assets as Buyer has requested and all such information has been received. Buyer acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and Parent for such purpose. Buyer further acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents to which Buyer is or will be a party, and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon its own investigation and analysis and the express representations and warranties of Seller and Parent set forth in Article 4, and (b) neither Seller nor Parent nor any other Person has made any representation or warranty as to Seller, Parent, the Business, the Purchased Assets, the Assumed Liabilities, this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby, except as expressly set forth in Article 4.
Acknowledgment of Buyer. Xxxxx acknowledges that the representations and warranties made by each Seller and the Company respectively in this Agreement are the exclusive representations and warranties made by them. Xxxxx further acknowledges and agrees that Sellers and the Company disclaim any other express or implied representations or warranties, including, without limitation, regarding any pro forma financial information, financial projections or other forward looking statements provided by or on behalf of the Company. Xxxxx acknowledges and agrees that it has received and carefully reviewed information regarding the Company and the Purchased Interests and has, to the extent it has deemed necessary or advisable, reviewed that information and this Agreement with its investment, tax, accounting and legal advisors. Buyer and such advisors have been given a full opportunity to ask questions of and to receive answers from each Seller and the Company concerning the acquisition of the Purchased Interests and the Company and have received or been given access to such information and documents as are necessary to verify the accuracy of the information furnished to Buyer concerning an investment in the Purchased Interests as Buyer or such advisors have requested.
Acknowledgment of Buyer. The Buyer hereby accepts the Personal Property subject to all conditions and limitations stated above. BUYER: _________________________, a Texas ______________company By: Name: Its: EXHIBIT F Assignment And Assumption Of Interest In Leases DATE: August ___, 2013 ASSIGNOR: VIF II/AmREIT Woodlake, LP, a Texas limited partnership ASSIGNEE: ___________________, a Texas ________________ RECITALS:
Acknowledgment of Buyer. The Buyer hereby accepts the Personal Property subject to all conditions and limitations stated above. BUYER: [ ] By: Name: Title: Exhibit F FORM OF GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment and Assumption”), made and entered into as of this day of , 2018, TOLL MA LAND II LIMITED PARTNERSHIP, a Massachusetts limited partnership, having an office c/o Toll Brothers, Inc., 250 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 (“Assignor”) and [ , ] having an office [ ] (“Assignee”).
