Buyer Acknowledgement Clause Samples

Buyer Acknowledgement. The Buyer acknowledges that: (a) its purchase of the Transferred Rights and assumption of the Assumed Obligations from such Seller is irrevocable; and (b) the Buyer shall have no recourse to such Seller, except for such Seller’s breaches of its representations, warranties or covenants, in each case as expressly stated in this Agreement and the Related Assignment and Assumption.

Buyer Acknowledgement. “AS-IS”. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, NEITHER SELLER, NOR ANYONE ACTING FOR OR ON BEHALF OF SELLER, HAS MADE ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, TO PURCHASER, OR TO ANYONE ACTING FOR OR ON BEHALF OF BUYER, CONCERNING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE USE OR DEVELOPMENT THEREOF. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, BUYER HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, PROMISE OR STATEMENT, EXPRESS OR IMPLIED, OF SELLER, OR ANYONE ACTING FOR OR ON BEHALF OF SELLER, OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT AND IN ANY AGREEMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, BUYER IS PURCHASING THE PROPERTY IN AN “AS-IS” AND “WITH ALL FAULTS” PHYSICAL CONDITION AND IN AN “AS-IS” AND “WITH ALL FAULTS” STATE OF REPAIR. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, (i) ALL MATTERS OF CONCERN TO BUYER SHALL BE INDEPENDENTLY VERIFIED PRIOR TO THE CLOSING TO THE EXTENT REASONABLY POSSIBLE AND (ii) BUYER SHALL PURCHASE THE PROPERTY BASED ON BUYER’S OWN PRIOR DUE DILIGENCE INVESTIGATIONS, INSPECTIONS AND EXAMINATIONS OF THE PROPERTY (OR BUYER’S ELECTION NOT TO DO SO). EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR IN ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING, BUYER WAIVES, EFFECTIVE AS OF THE CLOSING, AND SELLER DOES HEREBY DISCLAIM, ALL WARRANTIES OF ANY TYPE OR KIND WHATSOEVER WITH RESPECT TO THE PROPERTY, INCLUDING, BY WAY OF DESCRIPTION BUT NOT LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE AND USE, TENANTABILITY OR HABITABILITY. NOTHING IN THIS SECTION 8(r) SHALL BE CONSTRUED TO WAIVE, NEGATE, LIMIT OR DIMINISH SELLER’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT OR ANY DOCUMENT SIGNED BY SELLER AND DELIVERED TO BUYER AT THE CLOSING. BUYER IS A SOPHISTICATED BUYER WHICH IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF HEALTH CARE, SKILLED NURSING AND ASSISTED LIVING FACILITIES AND REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY. THIS SECTION 8(r) SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING DATE AND SHALL NOT BE DEEMED TO HAVE MERGED INTO...

Buyer Acknowledgement. Each Buyer hereby acknowledges that Seller makes no express or implied representations or warranties whatsoever (x) with respect to the business, financial condition, results of operations or prospects (including probable success or profitability after the Closing) of HIL and its subsidiaries or (y) the assets, whether real, personal or mixed, owned directly or indirectly by HIL, which are being indirectly transferred to it on an "AS IS, WHERE IS" basis, i.e., without representations or warranties regarding value, condition of use, merchantability or fitness for a particular purpose or (z) the liabilities of HIL which relate directly or indirectly to such HIL assets. Each Buyer hereby further acknowledges he or she is relying on his or her own familiarity with HIL and its direct and indirect assets and liabilities in making his or her decision to purchase the HIL Shares and no Buyer will have any recourse against Seller after the Closing, by way of indemnification rights or claims for damages or otherwise for any matter whatsoever relating to HIL or its direct or indirect assets or liabilities (other than a breach of the representation made by Seller in Section 3.4 hereof and as set forth in Section 5.1).

Buyer Acknowledgement. IN A TYPICAL REAL ESTATE TRANSACTION, A BUYER WILL USUALLY INCLUDE SEVERAL CONTINGENCIES WITH THEIR OFFER TO PURCHASE SUCH AS FINANCING, INSPECTION, TITLE, ENVIRONMENTAL, ETC. A BUYER WILL ALSO TYPICALLY HAVE A STATUTORY RIGHT OF TERMINATION OR RESCISSION ARISING FROM THE RECEIPT OF A SELLER DISCLOSURE STATEMENT OR RESALE CERTIFICATE. THESE ARE A FEW OF THE MORE COMMONLY USED CONTINGENCIES AND STATUTORY RIGHTS THAT PERMIT A BUYER TO TERMINATE AN OFFER TO PURCHASE AND RECEIVE A REFUND OF THE BUYERS ▇▇▇▇▇▇▇ MONEY. WHILE REMOVAL OF CONTINGENCIES AND WAIVER OF STATUTORY RIGHTS MAY BE ATTRACTIVE TO A SELLER AND AID IN THE BUYER’S OFFER BEING ACCEPTED IN A MULTIPLE OFFER SITUATION, BUYERS ARE ADVISED TO CONSIDER THE RISKS THEY ARE TAKING BY NOT INCLUDING CONTINGENCIES IN THEIR OFFER AND WAIVING STATUTORY TERMINATION RIGHTS. THE BUYER’S ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY EXPERIENCED IN REAL ESTATE MATTERS PRIOR TO MAKING AN OFFER WITHOUT TYPICAL CONTINGENCIES AND/OR WAIVING STATUTORY RIGHTS. BUYER UNDERSTANDS THAT BROKERS CANNOT PROVIDE LEGAL ADVICE AND ARE NOT QUALIFIED TO ADVISE ON OR OTHERWISE INTERPRET THE CONTENTS OF THE AGREEMENT INCLUDING THIS ADDENDUM.

Buyer Acknowledgement. Buyer acknowledges that (a) it is acquiring the Transferred Assets on an as is, where is basis, (b) it shall, without investigation, objection or requisition accept such title as Seller has to the Transferred Assets, and (c) accordingly, save as expressly set out in this Agreement, no representations, warranties or other assurances of any kind are given by or on behalf of Seller and on which Buyer may rely in entering into this Agreement and on 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 Buyer under or in connection with this Agreement.

Buyer Acknowledgement. Buyer hereby acknowledges that Buyer has been provided with all financial information that Buyer has requested from Seller, and further acknowledges that the Hospital has experienced significant operating losses during recent quarterly and annual periods. Buyer acknowledges that Buyer has knowledge and expertise in financial and business matters and in the operation of facilities similar to the Hospital that enable Buyer to evaluate the merits and risks of the transactions described in this Agreement.

Buyer Acknowledgement. Buyer acknowledges that the terms of this Agreement as they apply to Transitioned Employees who execute the Agreement and Release are being relied upon, in part, by such Transitioned Employees and TXU as consideration for the Agreement and Release.

Buyer Acknowledgement. Buyer acknowledges and agrees that: (i) it has carefully considered with the assistance of its counsel the nature and extent of the restrictive covenant set forth in Section 2.6; (ii) the provisions of Section 2.6 are reasonable and necessary to protect and preserve MDS’ interests in and right to carry on its business from and after Closing; (iii) MDS may suffer irreparable harm if Buyer or its Affiliates breach any of their obligations set out in Section 2.6; and (iv) monetary damages may not be a sufficient remedy for a breach by Buyer or its Affiliates of the provisions of Section 2.6. Accordingly, in the event of a breach or threatened breach by Buyer or any of its Affiliates of any of the provisions of Section 2.6, in addition to any remedy provided for at law or in equity, MDS shall be entitled to seek equitable relief, including an interim injunction, interlocutory injunction and permanent injunction or specific performance or both.

Buyer Acknowledgement. Buyer acknowledges that the SPAC’s initial Business Combination must be consummated by March 8, 2024 or any extension period ending not later than September 8, 2024, effected in accordance with the provisions of the SPAC’s Charter.