Buyer Acknowledgements. Buyer further acknowledges and agrees that (a) Breeder cannot control litter sizes and that the wait time for puppies can be longer than expected; (b) the Deposit gives Buyer a “pick” place, but does not guarantee a puppy or that Buyer’s preferences will be available when it is Buyer’s turn to pick; (c) pick places are given on a first-come first served basis and Buyer’s place in line is not negotiable; and (d) Breeder cannot and does not guarantee any specific qualities of the puppy when it becomes an adult.
Buyer Acknowledgements. 7.1 The Buyer acknowledges and agrees that:
(a) except pursuant to any Legal Requirement, the Buyer shall not use the name of the Seller or any of its Affiliates without obtaining the prior written consent of the Seller or the relevant Affiliate (as applicable);
(b) except pursuant to any Legal Requirement, the Buyer shall not, without the prior written consent of the Seller or the relevant Affiliate of the Seller (as applicable), in each instance, (i) use in advertising, publicity or otherwise the name of the Seller or any of its Affiliates, or any partner or employee of the Seller or any of its Affiliates, nor any trade name, trademark, trade device, service mxxx, symbol or any abbreviation, contraction or simulation thereof owned by the Seller or any of its Affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Buyer or the Company has been approved or endorsed by the Seller or any of its Affiliates;
(c) nothing in this Agreement or any other Transaction Document shall create a fiduciary duty of the Seller or any of their respective Affiliates to the Buyer or any of its Affiliates; and
(i) the Buyer will not hold or seek to hold the Seller or any of its Affiliates responsible or liable for any misstatements in or omissions from any publicly available information concerning the Company, including the Public Information or any information made available to the Buyer either prior to entry into this Agreement or prior to Completion; and (ii) the Buyer will not hold or seek to hold the Seller, any of its Affiliates or any of its or their respective control persons, officers, directors or employees responsible or liable in connection with its analysis or decision to purchase the Depositary Receipts.
Buyer Acknowledgements. 5.1 The Buyer acknowledges that:
(a) it has the legal capacity to agree to this Agreement;
(b) it has entered into this Agreement after satisfactory inspection and investigation of the Property and carrying out any property searches the Buyer considers appropriate and buys the Property “as is”; and
(c) it has made its own enquiries about the Property before agreeing to this Agreement; and
(d) it has not relied on any representations, statements or warranties (express of implied) made by Council or any person/s acting or purporting to act on behalf of Council.
5.2 Council does not give or imply any warranty or representation as to:
(a) The Property’s (including improvements on the Property):
(i) State and condition; or
(ii) Suitability for any use; or
(iii) Compliance with any statue or regulation or with the requirements of any statutory, semi-statutory, governmental, semi-governmental or other authority or body (including the existence of any building approvals in relation to the construction of any works carried out on the Property); or
(iv) Present use complying with the requirements of any town planning legislation or any local authority by-laws; or
(v) Potential future use or profitability; or
(vi) Access; or
(b) The existence or non-existence of any defects (latent or patent) affecting the Property.
5.3 The Buyer must make its own assessment and investigations in respect of the property to determine if any part is Contaminated Land and draw its own conclusions from that assessment and that investigation. The Buyer warrants to the Council that it will comply with the Environmental Protection Act 1994 following the date of this Agreement.
5.4 The Buyer indemnifies Council against any Liability arising because the Property is contaminated, is required to be or is recorded or on the Contaminated Land Register or the Environmental Management Register.
5.5 The Buyer acknowledges there may be land tax owing in respect of the Property on the Auction Date and while any such amount shall be paid by Council from the proceeds of sale, the Buyer is responsible for any land tax that accrues after the Auction Date.
5.6 Council gives no warranty that the Buyer will obtain vacant possession of the Property at the time of sale. The Buyer is responsible for taking all necessary steps to obtain vacant possession of the Property following the sale. Council is not responsible for adjusting any rent paid in advance by any tenant in favour of the Buyer.
5.7 Council does not...
Buyer Acknowledgements. Notwithstanding anything contained in this Agreement to the contrary:
(a) The Buyer acknowledges and agrees (i) to the disclaimers set forth in Section 4.2 (Disclaimer of Additional Representations or Warranties) hereof and (ii) that, as a result thereof, the Buyer will accept the Acquired Properties, at the Closing, “as-is”, “where-is”, and “with all faults” and without recourse against the Seller except only for claims the Buyer may have pursuant to Article XI.
(b) The Buyer further acknowledges that it and its Representatives have conducted an independent inspection and investigation of the Acquired Properties and all such other matters relating to or affecting such assets and businesses as the Buyer deemed necessary or appropriate, that the Buyer has been given an opportunity to inspect the Acquired Properties and information relating to the businesses thereof and that the Buyer is proceeding with the transactions contemplated by this Agreement based in part upon such independent inspections and investigations and the representations and warranties set forth herein or in any other Transaction Document delivered by Seller or a Selling Subsidiary at Closing (as modified by the Disclosure Schedule).
Buyer Acknowledgements. Buyer acknowledges and agrees to all of the following:
Buyer Acknowledgements. I n addition t o the representations and warranties made by Buyer in Article III, Buyer acknowledges and agrees to the following:
(a) The Shares will be registered under Federal or state securities laws. These shares shall be restricted pursuant to Rule 144 of the Securities Act of 1933 and will subject to a pooling agreement of shareholders. The Shares and the operations of the Company are extremely speculative and risky. Since commencement of the Shares and the operations of the Company are extremely speculative and risky. There is no guarantee the Company will be able to produce a profit, cash flow or continue its operations.
(b) Each certificate representing the Shares will have the following legend: THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND RESTRICTED PURSUANT TO RULE 144. THEY MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE TRANSFERROR FIRST COMPLIES WITH SAID ACT AND THE SHAREHOLDER POOLING AGREEMENT RESTRICTING THE TRANSFER AND SALE OF THESE SECURITIES.
(c) The shares shall be further restricted pursuant to a shareholder voting agreement which is attached hereto as exhibit "A". All terms of that agreement are hereby incorporated by reference. Buyer agrees to abide by all the terms and conditions of the shareholder voting agreement.
Buyer Acknowledgements. (a) Buyer has: (i) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement, including the purchase of the Equity Interest; (ii) the ability to bear the economic risk in connection with the consummation of the transactions contemplated by this Agreement, including a complete loss of future revenue related to the Equity Interest; and (iii) been furnished with and has had access to such information as it has considered necessary to make a determination to execute, deliver and perform its obligations hereunder.
(b) The decision of Buyer, whose majority owner is currently an investor and a manager of the Company and who is involved in the operations of the Hospital and the Company and has full knowledge of the financial performance of the Hospital and the Company, to purchase the Equity Interest has been (i) made voluntarily and of its own accord, based upon, (A) the extensive knowledge and experience of Buyer in financial and business matters relating to owning and operating general acute care hospitals, (B) consultations with advisors of Buyer, and (C) its investigation of the business, assets, risks and prospects of the Company and (ii) made without relying on any statement (whether oral or written), or any representation or warranty of, Seller, or any of its Affiliates, officer or director of Seller, other than the representations and warranties expressly contained in this Agreement and the other Contracts executed at the Closing in connection herewith. As of the date hereof, Buyer has no knowledge of any facts or circumstances which constitute or are reasonably likely to constitute a breach of the representations and warranties of Seller set forth in Article 5 of this Agreement.
(c) Buyer is acquiring the Equity Interest for its own account and not with a view to its distribution within the meaning of the Securities Act.
Buyer Acknowledgements. Buyer acknowledges and agrees that (i) to the extent required to be operative, the disclaimers of warranties contained in Section 4.6(a) and Section 4.6(e) above are "conspicuous" disclaimers for purposes of all applicable laws and other legal requirements, and (ii) the disclaimers and other agreements set forth in Section 4.6(a) and Section 4.6(e) are an integral part of this Agreement, that the Purchase Price has been adjusted to reflect the same and that Sellers would not have agreed to sell the Properties to Buyer for the Purchase Price without the disclaimers and other agreements set forth in Section 4.6(a) and Section 4.6(e) above.
Buyer Acknowledgements. Xxxxx acknowledges and agrees to all of the following:
Buyer Acknowledgements. Notwithstanding anything to the contrary herein, Buyers acknowledge and agree that except for the representations and warranties expressly set forth in ARTICLE III and in other Transaction Documents, no Acquired Company, Seller, any of their respective Subsidiaries or Affiliates or any other Person makes any representation or warranty with respect to the Business, the Acquired Companies, the Acquired Interests or any other matter. Buyers have not relied on, and hereby disclaims, any representations and warranties other than the representations and warranties of Sellers that are expressly set forth in ARTICLE III and in other Transaction Documents. Buyers acknowledge and agree that, except for the representations and warranties expressly set forth in ARTICLE III and in other Transaction Documents, no Seller nor any of their respective Subsidiaries or Affiliates or any other Person makes any representation or warranty, express or implied, at law or in equity, as to the probable success or profitability of the Acquired Companies after the Closing. Buyers acknowledge and agree that except for the representations and warranties expressly set forth in ARTICLE III and in other Transaction Documents, none of Sellers, the Acquired Companies or any other Person makes any representation or warranty about, and none of Sellers, the Acquired Companies or any other Person shall have any Liability for, any estimates, forecasts, projections or predictions or the accuracy or omissions from any information or materials relating to the Business or any Acquired Company or any such Acquired Company’s assets, operations or the business that have been or hereafter are provided or made available to Buyers, any of its Affiliates or their respective representatives (including in the Confidential Information Memorandum, any materials uploaded to the Data Room or any due diligence report from any third party), and neither Sellers nor any of their respective Subsidiaries or Affiliates or any other Person shall have or be subject to any Liability or indemnification obligation to Buyers or any other Person resulting from the distribution to Buyers or Buyers’ use of, any such information, except in the case of Fraud.
