ACKNOWLEDGEMENTS BY PURCHASER. The Purchaser acknowledges that:
ACKNOWLEDGEMENTS BY PURCHASER. Purchaser acknowledges and agrees that: (a) (i) the representations and warranties of the Company contained in Article III or in the certificate delivered pursuant to Section 7.02(d)(i) constitute the sole and exclusive representations and warranties of the Company in connection with the transactions contemplated hereby (the “Company Representations”) and (ii) the representations and warranties of Seller contained in Article IV or in the certificate delivered pursuant to Section 7.02(d)(ii) constitute the sole and exclusive representations and warranties of Seller in connection with the transactions contemplated hereby (the “Seller Representations”), (b) except for the Company Representations, which are made solely by the Company, and the Seller Representations, which are made solely by Seller, none of the Company, Seller or any other Person makes, or has made, any other express or implied representation or warranty with respect to Seller, the Company or its Subsidiaries or the transactions contemplated hereby and all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company and its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by Seller, the Company and its Subsidiaries and all other Persons (including the Representatives of the Company or its Subsidiaries and Seller and its Affiliates and their respective Representatives) and (c) Purchaser and its Affiliates are not relying on any representations and warranties in connection with the transactions contemplated by this Agreement except the Company Representations and the Seller Representations. In connection with Purchaser’s investigation of the Company and its Subsidiaries, Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties and 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 reasona...
ACKNOWLEDGEMENTS BY PURCHASER. 13 Section 3.1 Disclaimer of Certain Representations 13 Section 3.2 General Disclaimers 13 Section 3.3 Waiver and Release 14 Section 3.4 No Reliance 14 ARTICLE IV
ACKNOWLEDGEMENTS BY PURCHASER. Purchaser acknowledges that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations, warranties, covenants and obligations of Seller and the covenants of the Members explicitly set forth in this Agreement, Purchaser has relied solely upon its independent investigation, analysis and evaluation of the Business and of the transactions contemplated by this Agreement (including its own estimate and appraisal of the value of the Business and its financial conditions, assets, operations, and prospects). Purchaser confirms to Seller that it has had full opportunity to discuss, ask questions, and obtain data regarding the Business, this Agreement, and the transactions contemplated hereby with Seller and any other person authorized to act on behalf of Seller, and Purchaser is sophisticated, knowledgeable, and capable of evaluating the matters set forth above.
ACKNOWLEDGEMENTS BY PURCHASER. 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 AVR Entities, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the representations and warranties of the Trust expressly and specifically set forth in Article IV of this Agreement, including the Disclosure Schedule (and any updates thereto). SUCH REPRESENTATIONS AND WARRANTIES MADE BY THE TRUST CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE TRUST TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE AVR ENTITIES AND ANY SET FORTH IN THE CONFIDENTIAL INFORMATION MEMORANDUM PREVIOUSLY DELIVERED TO PURCHASER) ARE SPECIFICALLY DISCLAIMED BY THE AVR ENTITIES AND THE SHAREHOLDERS.
ACKNOWLEDGEMENTS BY PURCHASER. Purchaser acknowledges that in no event shall any provision of this Agreement be deemed to apply to, or restrict in any manner, Intelligent Systems Corporation (or any successor, subsidiary, or affiliate thereof) or any activities of Seller taken through such company as a director, officer, employee, shareholder, member, or limited partner of any other entity.
ACKNOWLEDGEMENTS BY PURCHASER. The Purchaser acknowledges and agrees that it may not sell, transfer, or otherwise dispose of the Shares unless (a) such sale, transfer, or other disposition has been registered under the Securities Act of 1933, as amended (the "Securities Act"), (b) to the extent applicable, such sale, transfer, or other disposition is made in conformity with the volume and other limitations of Rule 144 or (c) in the opinion of counsel reasonably acceptable to the Company, such sale, transfer, or other disposition is otherwise exempt from registration under the Securities Act. The Purchaser also acknowledges that, with respect to the certificates representing the Shares purchased by the Purchaser, each stock certificate representing the Shares shall bear such legend(s) as the Company might reasonably require from time to time with respect to the securities laws restrictions on resale.
ACKNOWLEDGEMENTS BY PURCHASER. Purchaser and Zedi each hereby expressly acknowledges and accepts the limitations and provisions of Seller set forth in Sections 3.6 and 3.7.
ACKNOWLEDGEMENTS BY PURCHASER. 2.1 Purchaser acknowledges and expressly and specifically re-affirms the provisions set forth in Section 6.2 of the Contract, including, without limitation, the “AS IS”, WHERE IS” and “WITH ALL FAULTS” nature of the acquisition of the Property.
ACKNOWLEDGEMENTS BY PURCHASER. The Purchaser makes the following acknowledgements as listed in clauses 3.1 to 3.17 below.
