Buyer Acknowledgment. 15.1 You acknowledge that:
(a) you have read this agreement.
(b) you have received and read the Guide.
(c) this agreement creates a sole agency relationship with the designated agent, as the Guide describes.
(d) you had the opportunity to get independent advice from a lawyer before signing this agreement.
(e) this agreement accurately sets out what we and you agree to.
Buyer Acknowledgment. Buyer acknowledges that the Raw Product delivered hereunder is hazardous and that Buyer is knowledgeable of (i) the hazards and risks associated with such Raw Product, and (ii) the handling, receipt, transportation, storage and use of such Raw Product.
Buyer Acknowledgment. In a typical real estate market, a buyer will usually include several contingencies with their offer such as financing, inspection, title, etc. A buyer will also typically have a statutory right of termination arising from receipt of a seller disclosure statement or resale certificate. These are just a few of the more commonly used contingencies that permit a buyer to terminate a contract and receive a refund of any xxxxxxx money. While removal of contingencies 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. Xxxxxx are advised to consult an attorney prior to making an offer without typical contingencies.
Buyer Acknowledgment. 29 1) Xxxxx has received copies of all records, reports and information listed above (if any);
30 2) Buyer has read the Lead Warning Statement (above) and understands its contents;
31 3) Xxxxx has received the lead hazard information pamphlet, “Protect Your Family From Lead In Your Home” 32 (Copies available at xxxx://xxx.xxx.xxx and xxxx://xxx.xxx.xxx);
33 4) Xxxxx has received a 10-day opportunity (unless the parties mutually agreed upon a different period of time) 34 before becoming obligated under the contract to purchase the housing to conduct a risk assessment or inspection 35 for the presence of lead-based paint hazards. This opportunity is waived if Buyer checks the second box below.
Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their Affiliates, that (i) none of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, the Stockholders’ Representative, the Company or any of their respective Affiliates; and (ii) no third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation made by or on behalf of the Company in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Persons.
(b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective Affiliates, that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such information about the Company and its Subsidiaries as it has requested.
(c) In connection with Buyer’s and Merger Sub’s investigation of the Company and its Subsidiaries, Buyer and Merger Sub and their respective Representatives have received from the Stockholders’ Representative, a Stockholder, or the Company (individually or through any of their Representatives or the Company’s Subsidiaries) certain projections, estimates and other forecasts and certain business plan information (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of the Stockholders, the Stockholders’ Representative, the Company or any of their Affiliates, nor any of their respective Representatives or direct or indirect equ...
Buyer Acknowledgment. Buyer acknowledges and agrees that any Claim or Warranty Claim by Buyer or Third Party Claim (as applicable) shall be subject to all of the following:
(A) No liability will attach to Seller under this Agreement to the extent that the loss has been recovered by Buyer under any other term of this Agreement or any other document referred to in this Agreement. Buyer may only recover once in respect of the same loss.
(B) Seller shall not be liable for any Claim or Warranty Claim to the extent that the subject of the Claim or Warranty Claim has been or is made good or is otherwise compensated for without cost to Buyer.
(C) No breach by a Party of any representation, warranty, covenant, agreement or condition of this Agreement shall be deemed to be a breach of any provision of this Agreement for any purpose hereunder and neither the other Party nor any Affiliate of the other Party shall have any Claim or recourse against such Party or its directors, officers, employees, Affiliates, controlling Persons, agents, advisors or representatives with respect to such breach if the other Party or any Affiliate had actual knowledge prior to the Closing Date of such breach or of the threat of such breach or the circumstances giving rise to such breach. Actual knowledge under this Section 10.11(C) will be deemed to include anything disclosed to Buyer in the Data Room.
Buyer Acknowledgment. Buyer acknowledges that (1) it is acquiring the Transferred Assets on an as is, where is basis, (2) it shall, without investigation, objection or requisition accept such title as Seller has to the Transferred Assets, and (3) 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 Acknowledgment. (a) BUYER ACKNOWLEDGES AND AGREES THAT IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933). (b)IN CONNECTION WITH ITS INVESTIGATION OF THE COMPANY AND ITS SUBSIDIARIES AND THEIR BUSINESS, BUYER MAY HAVE RECEIVED OR HAD ACCESS TO CERTAIN PROJECTIONS AND OTHER FORECASTS, INCLUDING PROJECTED FINANCIAL STATEMENTS, CASH FLOW ITEMS, CERTAIN BUSINESS PLAN INFORMATION AND OTHER DATA OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. BUYER Exhibit 2.1 ACKNOWLEDGES AND AGREES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS AND PLANS AND, ACCORDINGLY, IS NOT RELYING ON THEM, AND (II) NONE OF THE SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATE THEREOF HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PROJECTIONS AND OTHER FORECASTS AND PLANS.
(c) BUYER ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN AS SET FORTH IN SECTION 2.1 AND ARTICLES 3, 4 AND 5 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), NONE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES HAS MADE, MAKES, AND THEY HEREBY SPECIFICALLY DISCLAIM MAKING, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR THE RAIL FACILITY PROPERTY; AND (II) IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES EXCEPT AS SET FORTH IN SECTION 2.1 OR ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN SECTION 2.1 AND ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE). [signature page follows]
Buyer Acknowledgment. Buyer acknowledges that Seller shall have the right to finance the SEFs with financing accommodations from a Financing Party and that Seller’s obligations will be secured by, among other collateral, a pledge or collateral assignment of this Master PPA and any Agreement and a first security interest in the SEFs. In order to facilitate such necessary financing, Buyer agrees as set forth below.
Buyer Acknowledgment. Buyer acknowledges and understands that -------------------- the offer and sale of the Shares by Seller to Buyer hereunder has not been registered under the Securities Act of 1933, as amended (the "Act"), and that Buyer may not sell or dispose of the Shares other than in a transaction that complies with the registration requirements of the Act, unless an exemption is available therefrom. Buyer is purchasing the Shares for investment, and not with a view to the distribution thereof in violation of the Act.
