Acknowledgement by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Members, Optionholders and Warrantholders, the Representative or any of their respective Non‑Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non‑Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non‑Recourse Parties in the Data Room) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Members, Optionholders and Warrantholders, the Representative and each of their respective Non‑Recourse Parties and (i) each of Purchaser and its Non‑Recourse Parties has and will only rely on the representations and warranties of the Company expressly and specifically set forth in Article V and the representations and warranties expressly and specifically made by the Members, Optionholders and Warrantholders in their respective Letters of Transmittal, Option Cancellation Acknowledgment and Warrant Cancellation Agreements, (ii) each of the Purchaser and its Non‑Recourse Parties hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied on any other representations, warranties or statements (including by omission), and (iii) non...
Acknowledgement by the Purchaser. The Purchaser has been informed that the Company's Common Stock is publicly-traded on the Nasdaq Small-Cap Market and that the Purchase Price for the Shares may bear no relation to the future market value or book value of the Common Stock. The Purchaser further acknowledges that it has reviewed such information as it deems appropriate to evaluate whether to enter into this Agreement. The Purchaser further acknowledges that he is not relying on any oral information or representations from the Company or any other person, including representatives of the Company in connection with its decision to enter into this Agreement, including the Company's financial condition, prospects, present or future results of operations, business plans or the potential for future appreciation in the Company's Common Stock.
Acknowledgement by the Purchaser. The Purchaser understands that the representations and warranties of Blackhawk and the Sellers will not survive the Closing (except as expressly set forth in Section 9.2) and constitute the sole and exclusive representations and warranties of Blackhawk and the Sellers to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, any relating to the future or historical financial condition, results of operations, assets or liabilities of Blackhawk) are specifically disclaimed by Blackhawk and the Sellers. The foregoing does not affect any indemnification obligation of the Seller that may arise in accordance with the provisions contained in Sections 7.1, 7.2 and 7.3.
Acknowledgement by the Purchaser. In determining to proceed with the transaction contemplated by this Agreement, the Purchaser acknowledges that (a) the Purchaser has made a due diligence review of the Company and its Subsidiaries and is satisfied with the results thereof and (b) except as expressly set forth herein, the Purchaser is not relying on any covenants, representations or warranties of the Company or the Sellers.
Acknowledgement by the Purchaser. Except as expressly set forth herein, the Purchaser is not relying on any covenants, representations or warranties of the Company or the Sellers.
Acknowledgement by the Purchaser. 11.1 The Share Block is sold without any warranties, save as contained in the agreement, subject to all obligations created in terms of the Use and Occupation Agreement and/or any management rules which have been furnished to the Purchaser and with which the Purchaser is deemed to be fully acquainted.
11.2 The Purchaser acknowledges and confirms furthermore and in so far as may be necessary, consents and agrees to be bound by the following, namely:
11.2.1 the unit comprising the Purchaser’s unit will include the movable property pertaining thereto, which shall remain the property of the Company and the Purchaser shall be entitled to the use of the movable property during his period of occupation subject to the relevant provisions of the Use and Occupation Agreement;
11.2.2 the Purchaser’s right to the use of the movable property shall be limited to the week acquired by the Purchaser and the Purchaser shall not be entitled to remove any of the movable property from the premises;
11.2.3 the risk in and to the share block unit shall pass to the Purchaser on the effective date;
11.2.4 the Purchaser shall have no right to demand repayment of the Allocated Loan other than upon the winding up of the Company.
11.3 The Purchaser acknowledges that the statutory schedule annexed to this agreement constitutes an integral part of and is included in this agreement and contains all the information required by section 17 of the Share Blocks Control Act.
11.4 The Purchaser acknowledges being fully acquainted with and undertakes to observe, where applicable, the provisions of the following enclosed documents:
11.4.1 the Use and Occupation Agreement: Annexure “A”;
11.4.2 the Management Regulations: Annexure “B”;
11.4.3 the Time-share Calendar: Annexure “C”;
11.4.4 the Statutory Schedule in terms of section 17 of the Share Blocks Control Act: Annexure “D”;
11.4.5 the Schedule of Movables: Annexure “E”;
11.4.6 the Specimen Architect’s Certificate: Annexure “F”;
11.4.7 the contract with the Developer: Annexure "G";
11.5 The Purchaser is aware of the relevant provisions of the Liquor Act 27 of 1989 and acknowledges that only qualified persons as referred to in that legislation may use the unit and/or the facilities offered in the development.
11.6 The Purchaser acknowledges that this agreement is drawn up in the language of his choice.
11.7 The Purchaser acknowledges that the Memorandum and Articles of Association of the Home Owners Association and all the rules and regulations ...
Acknowledgement by the Purchaser. The Purchaser acknowledges that this Agreement is entered into on the basis of the Vendor undertaking, and being permitted by the Purchaser to undertake (as testified by the execution of this Agreement by the Purchaser), the actions referred to in clause 5.2.
Acknowledgement by the Purchaser. The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, the Purchaser has relied solely upon its own investigation and analysis, and the representations and warranties, covenants and agreements of the Sellers and the Company contained in this Agreement, and the Purchaser:
(a) acknowledges that, other than as set forth in this Agreement, none of the Sellers, the Company, nor any of their respective directors, officers, employees, Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Purchaser or its agents or representatives prior to the execution of this Agreement;
(b) agrees, to the fullest extent permitted by law (except with respect to claims of fraud), that none of the Sellers, the Company, nor any of their respective Affiliates, directors, officers, employees, stockholders, agents or representatives shall have any liability or responsibility whatsoever to the Purchasers on any basis (including in contract, tort or otherwise) based upon any information provided or made available, or statements made, to the Purchaser prior to the execution of this Agreement; and
(c) acknowledges that it is not aware of any representation or warranty of the Sellers or the Company set forth in Article III or IV of this Agreement being untrue or inaccurate.
Acknowledgement by the Purchaser. The representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Seller or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Seller and each of their respective Non-Recourse Parties.
Acknowledgement by the Purchaser. WITHOUT LIMITING THE GENERALITY OF SECTION 10.1 OF THIS AGREEMENT, THE PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY OF THE SELLER (OTHER THAN AS SET FORTH HEREIN OR IN THE OTHER TRANSACTIONAL DOCUMENTS) OR ANY REPRESENTATION OR WARRANTY OF THE SELLER'S AFFILIATES, AGENTS OR ADVISORS INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, PROJECTION OR PROMISE CONTAINED IN ANY INFORMATIONAL MEMORANDUM OR OTHER MATERIAL DELIVERED BY OR ON BEHALF OF THE SELLER. --------------------------------------------------------------------------------
