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. The 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 Blocker Corps, the Company and its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this Agreement, the Purchaser has relied solely on the results of its own independent investigation and verification without reliance on any Seller (including the Representative), any Blocker Corp, the Company, any Subsidiary of the Company, or any past, present or future equityholder, officer, director, member, manager, employee, agent, representative or Affiliate of any of the foregoing (collectively, the “Specified Persons”) or any information, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or representatives in certain “data rooms,” confidential information memoranda or management presentations (including the Confidential Information Presentation prepared by Hxxxxxxx Lxxxx Capital, Inc. dated December 2012 (the “Information Presentation”))or otherwise in expectation of, or in connection with, the transactions contemplated by this Agreement, or any discussions with respect to any of the foregoing, except for the representations and warranties (i) of the Company expressly and specifically set forth in ARTICLE II regarding the Company and its Subsidiaries, (ii) of AQ Seller expressly and specifically set forth in ARTICLE III regarding AQ Seller, (iii) of each Blocker Seller expressly and specifically set forth in ARTICLE IV regarding such Seller and (iv) of each Blocker Corp expressly and specifically set forth in ARTICLE V regarding such Blocker Corp, in each case of (i) through (iv), as qualified by the Disclosure Schedules and in accordance with their respective express terms and conditions, which constitute the sole and exclusive representations, warranties and statements of any kind to the Purchaser in connection with the transactions contemplated by this Agreement, and the 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 any Blocker Corp, the Company or any of its Subsidiaries, or the quality, quantity or co...
ACKNOWLEDGEMENTS BY THE PURCHASER. 9.1 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. 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.
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 ;
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. 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:
(a) the Seller’s 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 the Seller or any other member of the 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, the Seller and the other members of the Seller’s Group make no representation or warranty 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 Tower Business and/or the Company, or to the future profitability and financial performance of the Tower Business and/or the Company) provided to, or otherwise available to, the Purchaser, its Affiliates or any of its Representatives;
(c) whenever a representation or warranty is made specifically concerning a certain matter, such specific matter shall be deemed excluded from the scope of more general representations and warranties dealing with the same subject matter; and
(d) at the date of this Agreement it is not aware of any matter or thing which is inconsistent with the Seller’s Warranties or constitutes a breach of the Seller’s Warranties.
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:
13.1 the sectional plan of the scheme has not been finalised nor has it been approved and that accordingly the exact and final boundaries and area of the unit and the exclusive use area will be those shown on the sectional plan as approved from time to time;
13.2 the Purchaser is aware that the developer will confer rights of exclusive use and enjoyment of parts of the common property upon members of the body corporate for use as (if applicable) basement parking bays, open parking bays and garden areas in terms of Section 27 of the Sectional Titles Act;
13.3 the Purchaser has read and approved the plans and specifications and shall be obliged to accept possession/occupation of the unit and the exclusive use areas on the possession date and as finally depicted and delineated on the sectional plan relating thereto;
13.4 the areas reflected in the plans and specifications are estimated and do not constitute floor areas or the areas as measured in terms of the Sectional Titles Act;
13.5 the Purchaser has no right of access to the development or buildings thereon while under construction and shall only be entitled to access on occupation and possession of the unit alternatively by express consent of the Seller.
