Acknowledgment of Purchaser. Purchaser expressly acknowledges that Seller is the holder of a non-controlling interest in the Colstrip Facilities pursuant to the Colstrip Contracts, and that Seller (i) did not manage the construction of the PSE Colstrip Interests, (ii) is not now and has never been the operator (or otherwise in physical possession) of the Colstrip Facilities and (iii) was not involved in or responsible for the creation or provision of data or information about the Colstrip Facilities by MPC or any other co-owner of Colstrip Units 1, 2, 3 and 4.
Acknowledgment of Purchaser. Purchaser acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, financial or other projections, assets, Liabilities, properties, and projected operations of the Acquired Entities, the Plant and the Facility Assets and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of innogy SE expressly and specifically set forth in this Agreement (or in any certificate or instrument delivered herewith or therewith). SUCH REPRESENTATIONS AND WARRANTIES BY INNOGY SE CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF INNOGY SE OR ANY SIGNING SELLER (OR ANY AFFILIATE THEREOF ACTING ON BEHALF OF SUCH PARTY) TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED ENTITIES, OR TO ANY ENVIRONMENTAL, HEALTH, OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY INNOGY SE OR ANY SIGNING SELLER AND ARE NOT BEING RELIED UPON BY PURCHASER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. Membership Interest Purchase and Sale Agreement (Project Dome II)
Acknowledgment of Purchaser. The Purchaser acknowledges as follows: (i) the Purchaser understands and acknowledges that the sale of the Owned Real Property contemplated hereby is being completed, on an “AS IS, WHERE IS” basis, at the Purchaser’s entire risk and peril within the meaning of 1733 of the CCQ, and without any express or implied agreement or representation and warranty of any kind whatsoever save for those provided in Section 3.2(s) above, whether legal or conventional, as to title, structural condition, description, physical or financial condition, compliance with laws, by-laws and regulations, suitability for occupancy or development, fitness for a particular purpose, merchantability, title, physical characteristics, profitability, use or zoning, environmental condition, existence of latent defects, quality or any other aspect or characteristic thereof; (ii) all warranties, expressed or implied, provided for by the CCQ are hereby waived by the Purchaser, and the Purchaser acknowledges and agrees that the Vendors are not professional seller within the meaning of 1729 and 1733 of the CCQ (and thereby the Purchaser is purchasing the Owned Real Property at its sole risk and peril from a non-professional seller) and that the sale is of a determined object without regard to content or quantity; (iii) the Vendors shall have no obligation or responsibility to the Purchaser after Closing with respect to any matter relating to the Owned Real Property or the condition thereof, except in relation to the representations and warranties contained in Section 3.2(s) above; and (iv) in entering into this Agreement, the Purchaser has relied solely upon its own inspections and investigations with respect to the Owned Real Property, including the physical and environmental condition of the Owned Real Property, any information made available to the Purchaser whether orally or in writing or in certain “data rooms” and the Purchaser acknowledges it is not relying on any information furnished by the Vendors, the Ingénia Group or any other person on behalf of or at the direction of the Vendors in connection therewith. Any defects, mistakes, misrepresentations, omissions, inaccuracies or errors contained in any information, written or oral, delivered or made available to the Purchaser, shall not form the basis of, or be used by, the Purchaser in any lawsuit, cause of action or any other similar action brought by the Purchaser against the Vendors. (i)
Acknowledgment of Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Entities and the extent to which the gross income of the Acquired Entities constitutes “qualifying income” pursuant to Section 7704(d) of the Code, and in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of their own independent investigation and verification and the representations and warranties of Seller expressly and specifically set forth in Article IV of this Agreement, including the Disclosure Schedules attached hereto. Such representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller in connection with the transactions contemplated hereby, and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Acquired Entities, or the quality, quantity, merchantability as for a particular purpose, conformity to samples, or condition of the Acquired Entity’s assets or any part thereof) are specifically disclaimed by Seller and hereby waived by Purchaser. In connection with Purchaser’s investigation of the Acquired Entities, Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Acquired Entities and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections or 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. Accordingly, Purchaser hereby acknowledges that none of the Seller Parties is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, and that none of Purchaser or any other Purchaser Party has relied on any such estimates, projections or other forecasts or plans or any representation or warranty or statement not expressly set forth herein. Purchaser further agrees, for itself and the ...
Acknowledgment of Purchaser. The Purchaser acknowledges that Axxxxx will deliver the Payment Shares to the Vendor, or as the Vendor directs, on behalf of the Purchaser and, as a result, the Purchaser will be indebted to Akanda in the amount equal to the aggregate value of Payment Shares on the date of issuance thereof, which amount shall be repaid by the Purchaser without interest on demand of Akanda.
Acknowledgment of Purchaser. The Purchaser acknowledges that otherwise than as provided in Section 5.1 above, the Assets are sold and transferred “as is” and that the Vendor makes no warranty or representation as to the physical condition of the Assets or any part thereof and any implied warranties whether pursuant to the Sale of Goods Act or otherwise are expressly denied by the Vendor and waived by the Purchaser.
