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).
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Samples: Asset Purchase Agreement (Colony Financial, Inc.), Asset Purchase Agreement (Colony Financial, Inc.)
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 PropertiesAssumed Platform Assets, at the Closing, “as-is”, “where-is”, and “with all faults” and without recourse against any Seller, subject to the representations and warranties set forth herein or in any Transaction Document delivered by any Seller except only for claims at Closing (all as modified by the Buyer may have pursuant to Article XIDisclosure Schedules).
(b) The Buyer further acknowledges that it and its Representatives have conducted an independent inspection and investigation of the Acquired Properties Assumed Platform Assets 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 Platform 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 any Seller or a Selling Subsidiary at Closing (all as modified by the Disclosure ScheduleSchedules).
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Colony Financial, Inc.)
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 CIR III 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 CIR III 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 CIR III 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 the Sellers or a Selling Subsidiary their respective Subsidiaries at Closing (as modified by the Disclosure Schedule).
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