Acknowledgement by Purchaser. (a) Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Article III as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements of any kind of the Seller to Purchaser in connection with the transactions contemplated hereby, and Purchaser understands, acknowledges and agrees that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES.
(b) Except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual or corporate capacity, will have or be subject to any liability or indemnification obligation to Purchaser or any ...
Acknowledgement by Purchaser. The Purchaser acknowledges that he has –
(a) read and understood the terms of this Agreement; and
(b) received all relevant Property Information Forms including Vendor’s Statements required to be provided under clause 4 of this Agreement which the Purchaser has not expressly waived his right to receive.
Acknowledgement by Purchaser. The Purchaser agrees and acknowledges that (in the absence of fraud) it has no rights against and shall not make any claim against any member of the Seller Group (other than the Sealed Air Parties) or any present or former employee, Officer or agent of any member of the Seller Group in connection with this Agreement or its subject matter.
Acknowledgement by Purchaser. 6.5.1 The Purchaser acknowledges that it has not been induced to enter into this Agreement by any representation or warranty other than the Warranties.
6.5.2 So far as is permitted by law and except in the case of fraud, fraudulent misrepresentation, deceit, wilful misstatement or wilful non disclosure, the Purchaser agrees and acknowledges that its only right and remedy in relation to any breach of Warranty shall be as expressly provided in this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute).
6.5.3 The Purchaser agrees that the provisions of this Clause 6.5 are fair and reasonable.
Acknowledgement by Purchaser. The Purchaser has conducted its own independent review and analysis of the Company and the assets, liabilities, and financial condition of the Company, and acknowledges that the Purchaser has been provided access to the personnel, properties, premises and records of the Company for such purpose and that the Purchaser and its Representatives have been provided with the opportunity to ask questions of the officers and management employees of the Company. The Purchaser is an informed and sophisticated participant in the Transactions and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transactions. The Purchaser acknowledges that it is consummating the Transactions without any representation or warranty, express or implied, by the Company or the Securityholders or any of their Affiliates, except as expressly set forth in this Agreement or any other Transaction Document to which the Company or any Securityholder is a party or in any certificate or other document or instrument to be delivered to the Purchaser pursuant to this Agreement or any such other Transaction Document.
Acknowledgement by Purchaser. The PURCHASER acknowledges that he/she:
7.1 understands the risks and the costs as well as the PURCHASER’s rights and obligations under this Agreement;
7.2 records that entering into this Agreement will not cause the PURCHASER to become over-indebted as contemplated in the National Credit Act;
7.3 fully and truthfully answered all requests for information made to the PURCHASER by or on behalf of the SELLER which led to the conclusion of this Agreement;
7.4 has the necessary legal capacity to enter into this Agreement and that he/she is not subject to an administration order in terms of Section 74 of the Magistrates’ Courts Act, nor has he/she been sequestrated as insolvent;
7.5 did not receive an offer from the SELLER which automatically results in an agreement if the PURCHASER does not decline the offer;
7.6 was not induced, harassed or forced to enter into this Agreement;
7.7 has not been required or induced to enter into any supplementary agreements to this Agreement;
7.8 records that this Agreement was completed in full, with specific reference to the Schedule and 4.2 above, at the time the PURCHASER signed it;
7.9 is aware that, when this Agreement takes effect, the SELLER must report the relevant details hereof required in terms of section 69(2) of the National Credit Act to the National Credit Register or a registered credit bureau.
Acknowledgement by Purchaser. 1.1 The Sectional Plan has not been approved and accordingly the exact and final boundaries, areas and numbers of the Property will be those shown on the Sectional Title Plan.
1.2 The register will be opened as soon as is reasonably possible after the completion date and approval of the Sectional Title Plan by the Surveyor General and transfer of the Property shall take place simultaneously with, or after the opening of the register.
1.3 Purchaser has read and approved the annexures to this agreement and will be obliged to accept delivery of the Property completed substantially according to the annexures and as depicted and delineated on the draft sectional plan.
1.4 Purchaser has acquainted himself with the rules and the nature, condition, beacons, extent and locality of the property.
1.5 The following provisions will apply should the actual surveyed extent of the The Property differ from the estimated extent recorded in clause 1.1 above, the Schedule of Particulars read with the Plans and Specifications ("the Deviation"):
1.5.1 If the Deviation is less than 10% (Ten percent) neither Party shall have any claim against the other, it being recorded in these circumstances that:
Acknowledgement by Purchaser. The purchaser acknowledges that –
1.1 the sectional plan has not been approved by the surveyor general and that accordingly the exact and final boundary, area and number of the section will be that shown on the sectional plan which is finally approved by the surveyor general;
1.2 the sectional title register will be opened as soon as is reasonably possible after the practical completion date and approval of the sectional plan by the surveyor general. Transfer of the section shall take place simultaneously with or after opening of the sectional title register;
1.3 he has read and approved the annexures to the agreement and that he will be obliged to accept delivery of the section:
1.3.1 completed substantially according to the annexures; and
1.3.2 as finally depicted and delineated on the draft sectional plan.
1.4 the property hereby sold has been described with reference to the annexures especially "B" and "C".
Acknowledgement by Purchaser. 9.1 The Purchaser by his signature hereto acknowledges that he has familiarised himself with and is bound by the conditions and provisions contained in the following:
9.1.1 The Sardinia Bay Golf & Wildlife Estate Homeowners Association Constitution
9.1.2 Annexure A to the Constitution – Conduct Rules
9.1.3 Annexure B to the Constitution – Architectural Guidelines
9.1.4 Annexure C to the Constitution – Contractors Rules and Regulations
9.1.5 Annexure D to the Constitution – Landscaping Plant List
9.1.6 The Environmental Management Plan (EMP) and acknowledges that the aforementioned documents form part of this agreement and are specifically incorporated herein and confirms that he is aware that all of the abovementioned documentation can be viewed on the website xxx.xxxxxxxxxxxxxxxxx.xx.xx and / or is available to him in electronic format.
9.2 The Purchaser further acknowledges that the above shall apply notwithstanding the fact that the Association may not yet have come into existence at the time of the signing of this Agreement and agrees that even if this is the case the Constitution and all the Annexures thereto shall be binding upon him and shall form a part of this Agreement as if specifically incorporated therein.
Acknowledgement by Purchaser. Purchaser acknowledges that Purchaser has independently evaluated the feasibility of its acquisition of the Property and in no way has relied on any representations, warranties or other agreements, whether written or oral, of Seller with respect to any aspect or condition of the Property or the feasibility of Purchaser’s acquisition thereof, except as expressly set forth in this Agreement. WITHOUT LIMITING THE FOREGOING IN ANY RESPECT, PURCHASER ACKNOWLEDGES THAT SELLER AND CERTAIN OF THE RELEASEES PROVIDED TO PURCHASER OR MADE AVAILABLE TO PURCHASER IN ELECTRONIC FORMAT ON AN ELECTRONIC WEBSITE OR OTHERWISE, CERTAIN SELLER DUE DILIGENCE MATERIALS IN SELLER’S POSSESSION RELATING TO THE PROPERTY AND THE BUSINESS THEREON. PURCHASER ACKNOWLEDGES AND AGREES THAT ANY SELLER DUE DILIGENCE MATERIALS DELIVERED OR TO BE DELIVERED BY SELLER OR ANY OTHER RELEASEE OR ANY OF THEIR AGENTS OR CONSULTANTS TO PURCHASER ARE BEING MADE AVAILABLE SOLELY AS AN ACCOMMODATION TO PURCHASER AND WITHOUT ANY REPRESENTATION OR WARRANTY OF SELLER, ANY OTHER RELEASEE OR ANY OF THEIR AGENTS OR CONSULTANTS AS TO THEIR ACCURACY OR COMPLETENESS OF FACTS OR OPINIONS SET FORTH THEREIN AND THAT ANY RELIANCE BY PURCHASER ON SUCH REPORTS OR OTHER DOCUMENTS IN CONNECTION WITH THE PURCHASE OF THE PROPERTY IS UNDERTAKEN AT PURCHASER’S SOLE RISK. PURCHASER AGREES THAT NEITHER SELLER, ANY OTHER RELEASEE NOR ANY OF THEIR AGENTS OR CONSULTANTS HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR OMISSION FROM THE OFFERING MATERIALS PREPARED IN CONNECTION WITH THE SALE OF THE PROPERTY OR ANY REPORT OR OTHER DOCUMENTS MADE AVAILABLE TO PURCHASER OR ITS REPRESENTATIVES. PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD, ITS OWN INVESTIGATION OF THE CONDITION OF THE PROPERTY TO THE EXTENT PURCHASER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY OR APPROPRIATE.
