ACKNOWLEDGEMENTS BY THE PURCHASER. 13.1 The Purchaser acknowledges and agrees that:
13.1.1 the sectional plan of the scheme has not been prepared nor has it been approved and that accordingly the exact and final boundaries and area of the section and the exclusive use areas will be those shown on the sectional plan as approved;
13.1.2 the Purchaser is aware that the rules confer rights of exclusive use and enjoyment of parts of the common property upon members of the Body Corporate for use as basement parking and open parking bay in terms of section 27(1) of the Act;
13.1.3 the Purchaser has read and approved the unit layout plan and specifications and shall be obliged to accept possession of the unit erected in accordance with the unit layout plan and specifications on the Date of Completion and as finally depicted and delineated on the sectional plan relating thereto;
13.1.4 the areas reflected in the schedule and on the plans and specifications are estimates and do not constitute final floor areas or the areas as measured in terms of the Act;
13.1.5 the Purchaser shall not be entitled to amend or procure any amendments to the site plan and/or the unit layout plan and/or the specifications;
13.1.6 the Purchaser has no right of access to the development or buildings thereon while under construction and shall only be entitled to access on the Transfer Date of the unit. The Purchaser shall, however, have the right of inspection of the building work carried out by the contractor on the Seller’s behalf, provided that the Purchaser shall at all times be accompanied by either the Seller or the contractor or one of their duly appointed agents, and the Purchaser shall not personally or through his representative/s be entitled to issue instructions to any of the contractor’s workmen or subcontractors or any other person employed or acting on their behalf.
ACKNOWLEDGEMENTS BY THE PURCHASER. (a) The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of the Xxxxxxxxxx Entities and the System (including the assets, financial condition, results of operations and prospects thereof). The Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in the evaluation and purchase of companies, property and assets such as the Xxxxxxxxxx Entities and the System, the System contemplated hereunder. The Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed reasonably necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and has relied solely upon its own investigation and the express representations and warranties set forth in this Agreement. The Purchaser acknowledges that the Xxxxxxxxxx Entities have given the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating the transactions contemplated herein.
(b) The Purchaser acknowledges and agrees that none of the Seller, the System or their or its Affiliates or any other Person acting on behalf of them (i) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any assets of or held by the Xxxxxxxxxx Entities or the System, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the System (including the Review Documents), in each case except as expressly set forth in the representations and warranties set forth in Articles 4 and 5 of this Agreement. In making its decision to enter into this Agreement and to complete the transactions contemplated herein, the Purchaser has relied exclusively on the representations and warranties set forth in Articles 4 and 5 and has not relied upon any other information provided by, for, or on behalf of the Seller, the System or their respective Representatives to the Purchaser or its Representatives.
(c) In connection with the Purchaser’s investigation of the System and the Xxxxxxxxxx Entities, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the System and cer...
ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges that:
(a) Restrictions on Transfer—The Vendor is an "affiliate" of Xxxxxxxxxxx.xxx (as that term is defined under Rule 144 of the Securities Act of 1933) ("Rule 144") as a result of which the Securities are "restricted securities" as defined under Rule 144 and subject to the resale restrictions set out therein;
ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges and agrees that:
(a) It has the know-how and expertise in the industrial sector in which the Company develops its Business and it is fully aware of the functioning of the market in this sector;
(b) It has carried out a due diligence over the Conveyed Entities, their assets and the E&P Contracts (the “Purchaser’s Due Diligence”);
(c) the Purchaser is relying on its own opinion and analysis and/or professional advice and the analysis carried out by its advisors in relation with the Conveyed Entities and all assets used and/or owned by them, the Business and the Shares;
(d) Seller’ Warranties (as defined in Article 6) are the only representations, warranties or other assurances of any kind given by or on behalf of Seller and on which the Purchaser may rely in entering into this Agreement;
(e) no other statement, promise or forecast made by or on behalf of Seller may form the basis of, or be pleaded in connection with, any claim by the Purchaser;
(f) other than Seller´ Warranties, all representations, warranties and conditions, express or implied, statutory or otherwise, in respect of the Group, the Business, the Shares, the items owned or used by the Group, or of which possession is agreed to be passed under this Agreement, are expressly excluded, unless otherwise specified in this Agreement;
ACKNOWLEDGEMENTS BY THE PURCHASER. 14.1 The PURCHASER acknowledges that:
14.1.1 Subject to the aforegoing warranties the PROPERTY which forms part of the ENTERPRISE is purchased “voetstoots” and subject to all the conditions of title contained in the title deeds of the PROPERTY and the PURCHASER hereby acknowledges that the SELLER has not, and will not, give any warranties, other than those so stipulated in this agreement, express or implied, in respect of the PROPERTY. The PURCHASER acknowledges that he has inspected the PROPERTY and is satisfied therewith in every respect. The PURCHASER further acknowledges that his offer to purchase the PROPERTY which form part of the ENTERPRISE in terms of this documents has been made irrespective of any representation made to him by any person and that the PURCHASER shall not be entitled to rely on any such representation. SELLER has declared that roof has been repaired but takes no further responsibility whatsoever.
ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges and agrees that:
14 . 1 the sectional plan of the scheme has not been prepared nor has i t been approved and that accordingly the exact and f inal boundaries and area of the unit areas in the scheme will be those shown on the sectional p lan as approved f rom t ime to t ime, subject thereto that the approved plan will not materially differ from plans and specifications annexed to this agr eement;
14 . 2 the areas reflected in the plans and specifications are estimated and do not constitute f xxxx area s and rental areas or th e areas as measured in terms of the Sectional Titles Act;
ACKNOWLEDGEMENTS BY THE PURCHASER. 37 ARTICLE 10 PURCHASER’S WARRANTIES 38 ARTICLE 11 ACTIONS TOWARDS CLOSING 39 ARTICLE 12 SELLER’S ASSIGNEES 41 ARTICLE 13 COSTS 42 ARTICLE 14 ENTIRE AGREEMENT 42 ARTICLE 15 CONTINUING EFFECT 43
ACKNOWLEDGEMENTS BY THE PURCHASER. The Purchaser acknowledges and agrees that:
(a) the Sellers’ Warranties are the only representations, warranties or other assurances of any kind or nature whatsoever, written or oral, express or implied, given by or on behalf of any Seller or any other member of any Seller’s Group and on which the Purchaser may rely in entering into this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby;
(b) without prejudice to the generality of the foregoing, no Seller or other members of any Seller’s Group makes any representation or warranty (other than the Sellers’ Warranties) as to, and the Purchaser has in entering into this Agreement not relied on, the accuracy of the forecasts, estimates, projections, statements of intent, statements of opinion (including projected business plans, budgets or management analyses relating to the Group Companies, or to the future profitability and financial performance of the Group Companies) provided to, or otherwise Fairly Disclosed to, the Purchaser, its Affiliates or any of its Representatives; and
(c) other than specifically stated in this Agreement and other than identified during Due Diligence, at the date of this Agreement, on the basis of the Disclosed Information, the Purchaser’s deal team consisting of Xxxxxxxx Xxxxxxxxxx is not aware of any of the Sellers’ Warranties being untrue or inaccurate.
ACKNOWLEDGEMENTS BY THE PURCHASER. 30.1 The Seller and the Purchaser acknowledges that the sale is subject to the following terms and conditions;
30.2 The Surveyor General registering the approved Sectional Diagram relating to the property to be transferred to the Purchaser and the governing authorities issuing the clearance certificate required to register transfer;
30.3 The Seller shall diligently pursue the application for all the relevant approvals with the relevant authorities to bring about timeous completion of the development and transfer of the unit.
ACKNOWLEDGEMENTS BY THE PURCHASER.
14 . 1 the sectional plan of the schem e has not been prepared nor has i t been approved and that accordingly the exact and f inal boundari es and area of the unit areas in the schem e will be those shown on the sectional plan as approved f rom time to xxx e, subject thereto that the approved plan will not m aterially differ f rom plans and specifications annexed to this agreement;
14 . 2 the areas reflected in the plans and specifications are estim ated and do not constitute floor areas and rental areas or the areas as m easured in terms of the Sectional Ti tles Ac t ;
