Acknowledgement of Purchaser. As an inducement to the Company to issue the Restricted Units to the Purchaser and as a condition thereto, the Purchaser acknowledges and agrees as set forth below.
Acknowledgement of Purchaser. In connection with Purchaser’s investigation of the Business, Purchaser has received from or on behalf of Seller certain estimates, projections and other forecasts and plans. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that Purchaser shall have no claim against Seller, the Selling Affiliates, the Sold Entities and the Sold JV Entities, any of their respective Affiliates or any other Person with respect thereto. Accordingly, Seller makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Purchaser has not relied thereon.
Acknowledgement of Purchaser. Purchaser confirms that no claim for breach of a representation or warranty made by Seller hereunder shall be made after the Closing to the extent Purchaser had actual knowledge of such breach or of any matter giving rise to such breach on or before the Closing Date.
Acknowledgement of Purchaser. The Purchaser hereby acknowledges and understands as follows:
Acknowledgement of Purchaser. Such Purchaser is aware of the Company’s business affairs and financial condition, and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. In making a decision to acquire the Securities, Such Purchaser is not relying on representations of any officer, director, stockholder or agent of the Company. Such Purchaser is purchasing these Securities for its own account for investment purposes only and not with a view to, or for the resale in connection with, any “distribution” thereof for purposes of the Securities Act. Such Purchaser acknowledges that it has received, reviewed and understood the SEC Reports and the disclosures set forth in the sections titled “Risk Factors” contained therein. Each Purchaser represents and warrants to, and agrees with, the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A under the 1933 Act and an “accredited investor” within the meaning of Rule 501(a) under the 1933 Act. The Company acknowledges and agrees that each Purchaser does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.
Acknowledgement of Purchaser. Purchaser has conducted its own independent review and analysis of the business, assets, condition (financial and other) and operations of the Bank. In entering into this Agreement, Purchaser has relied solely on its investigation and analysis and the representations and warranties of Seller set forth in Article III of this Agreement.
Acknowledgement of Purchaser. The Purchaser acknowledges and agrees that it is aware of and has conducted due diligence investigations that it has determined are necessary with respect to the Shares and the Property. In addition, the Purchaser acknowledges and agrees that it is aware of the following litigation:
Acknowledgement of Purchaser. Purchaser has conducted its own independent review and analysis of the business, assets, condition and operations of the Companies and the Subsidiaries. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the representations and warranties, covenants and agreements of the Sellers contained in this Agreement and (a) other than as set forth in this Agreement, none of the Sellers, or 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 Purchaser or its agents or representatives prior to the execution of this Agreement, (b) none of the Sellers, or any of their respective directors, officers, employees, Affiliates, agents or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including in contract, tort or otherwise) based upon any information provided or made available, or statements made, to Purchaser prior to the execution of this Agreement and (c) Purchaser is not aware of any representation or warranty of the Sellers set forth in Article II of this Agreement being untrue or inaccurate.
Acknowledgement of Purchaser. The Purchaser hereby acknowledges that it has had, and will have the opportunity to examine the Assets and the state of the Business and has received and reviewed a copy of the Environmental Audit and that, other than as expressly warranted by the Vendor in this Agreement, the Vendor has not made nor has the Purchaser relied upon any representation, warranty, condition or collateral agreement, express, implied or statutory, as to the nature, quality, condition, enforceability, legal status or fitness for any particular purpose of any of the Assets, any environmental matters or conditions in respect of the Assets or the Business or the existence, effect or potential effect of any native land claims or similar claims in respect of aboriginal rights or title relating to any of the Assets of the Business.
Acknowledgement of Purchaser. Purchaser acknowledges that it is not relying upon any person, firm, corporation or other legal entity other than the Company and its managers and Members in making its investment in the Company.
