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Acknowledgment of Buyer Sample Clauses

Acknowledgment of BuyerThe Buyer acknowledges and agrees that with respect to any Transferred Note Receivable, the Buyer may ultimately receive from the Originator an amount less than the Sales Price paid by the Buyer to the Originator therefor, and that the Buyer shall have no recourse against the Originator for such deficiency of the principal, interest, fees, expenses or any other amounts owing under such Transferred Note Receivable, or under or pursuant to any of the related Note Receivable Documents or any other document executed in connection therewith; provided that the foregoing shall not be deemed to release the Originator from liability for its express representations, warranties and covenants under this Agreement.
Acknowledgment of BuyerBuyer acknowledges that it is a sophisticated investor, that it has undertaken a full investigation of the Company and that it has only a contractual relationship with the Company and Seller, based solely on the terms of this Agreement; provided however, that nothing in this Section 6.7 shall prevent Buyer from relying on the representations, warranties and covenants of Seller and Company under this Agreement.
Acknowledgment of BuyerBuyer 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 Company and its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on the results of its own independent investigation and verification and the representations and warranties of Seller expressly and specifically set forth in this Agreement. In connection with Buyer’s investigation of the Company and its Subsidiaries, Buyer 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. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer 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. Accordingly, Buyer hereby acknowledges that none of Seller or the Company or any of its Subsidiaries is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Buyer further agrees that neither Seller, the Company, any of its Subsidiaries nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including the Confidential Information Memorandum prepared by Seller (the “Information Memorandum”) and any information, document or material made available to Buyer or its Affiliates in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.
Acknowledgment of BuyerThe Buyer hereby accepts the Personal Property subject to all conditions and limitations stated above. BUYER: By Its EXHIBIT H Assignment And Assumption Of Interest In Leases DATE: , 2011 ASSIGNOR: VIF II/York, L.P., a Delaware limited partnership ASSIGNEE: , a _____________________ RECITALS:
Acknowledgment of Buyer. The Buyer and the Guarantor each acknowledges that: (a) the Buyer has relied entirely on its own enquiries in relation to its purchase of the Business Assets from the Seller and that no warranties have been made by the Seller or the Seller's officers or advisers other than those referred to in this clause 5; and (b) the Buyer has the responsibility, risk and expense of transferring all Customer Contracts, and Customers that are to be transferred under this agreement.
Acknowledgment of Buyer. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Purchased Assets. Buyer confirms that Seller and Parent have made available to Buyer the opportunity to ask questions of the management employees of Seller and Parent and to acquire such additional information about the Business and the Purchased Assets as Buyer has requested and all such information has been received. Buyer acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and Parent for such purpose. Buyer further acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents to which Buyer is or will be a party, and to consummate the transactions contemplated hereby and thereby, Buyer has relied solely upon its own investigation and analysis and the express representations and warranties of Seller and Parent set forth in Article 4, and (b) neither Seller nor Parent nor any other Person has made any representation or warranty as to Seller, Parent, the Business, the Purchased Assets, the Assumed Liabilities, this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby, except as expressly set forth in Article 4.
Acknowledgment of BuyerBuyer acknowledges that the Purchased Assets do not include the Brainerd Facility, the Xxxxxx Facility (but do include the Xxxxxx Landfill), or the Seller’s corporate headquarters located at 000 Xxxxx Xxxxx and 000 Xxxxx Xxxxx in Mosinee, Wisconsin (collectively, the “Excluded Facilities”).
Acknowledgment of BuyerBuyer acknowledges and agrees that the representations and warranties made by Seller and the Company respectively in this Agreement are the exclusive representations and warranties made by them. Buyer further acknowledges and agrees that Seller and the Company disclaim any other express or implied representations or warranties, including regarding any pro forma financial information, financial projections or other forward-looking statements provided by or on behalf of the Company or the Subsidiaries. Buyer acknowledges and agrees that it has received and carefully reviewed information regarding the Company and the Shares and has, to the extent it has deemed necessary or advisable, reviewed that information and this Agreement with its investment, tax, accounting and legal advisors. Buyer and such advisors have been given a full opportunity to ask questions of and to receive answers from Seller and the Company concerning the acquisition of the Shares and the Company and have received or been given access to such information and documents as are necessary to verify the accuracy of the information furnished to Buyer concerning an investment in the Shares as Buyer or such advisors have requested.
Acknowledgment of Buyer. Buyer has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities and properties of the Station and in making its determination to proceed with the transactions contemplated hereby, Buyer has relied on the results of such investigation; provided, however, that such investigation shall not be deemed to constitute a waiver of any of Buyer's rights or remedies hereunder. The representations and warranties of Seller set forth in Section 4.1 hereof constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature, express or implied, written or oral (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Station) are specifically disclaimed by Seller.
Acknowledgment of BuyerBuyer acknowledges and represents that (a) buyer has been advised to have the Property examined by professional inspectors to evaluate its condition and to investigate every aspect that may be important to buyer, (b) the Brokers are not qualified to conduct such professional inspections or to inspect or detect physical defects in or affecting the Property, (c) the Brokers have not undertaken any independent investigation to verify the accuracy or completeness of the information contained in this Disclosure Statement, (d) if there are any blank or incomplete responses that are important to buyer, buyer agrees to obtain written responses or a corrected Disclosure Statement from the seller prior to signing below, (e) buyer’s signing of this Disclosure Statement with partial or incomplete answers shall constitute buyer’s knowing and voluntary waiver of any claims against any of the Brokers in any way related to such information, and (f) seller will not be obligated to repair or correct any item listed above unless agreed to in the sales contract.