Buyer Acknowledgments Sample Clauses

Buyer Acknowledgments. Xxxxx acknowledges and agrees to the following:

Buyer Acknowledgments a. Buyer acknowledges that the xxxxxxx money deposit is non-refundable and that this contract is not contingent upon financing nor the property appraising for the purchase price. b. Buyer acknowledges that they have completed all inspections of the Real Estate prior to the date of this contract, and Xxxxx accepts the Real Estate in "existing condition" without further requirement or warranty from Seller. Xxxxx acknowledges that they have made all desired inspections of the Real Estate, is aware of the condition of the Real Estate, and has not relied upon any representations from Seller or Seller's agent(s) concerning the condition of the Real Estate. Seller neither offers nor extends any express or implied warranties with regard to the condition of the Real Estate. c. Xxxxx acknowledges that all information provided by Seller or Seller’s agents is from reliable sources, however, Xxxxxx acknowledge that they verified any information that they relied upon to bid and purchase this property. Seller expressly disclaims any liability for errors, omissions or changes regarding information provided to Buyer prior to the Auction. Xxxxx acknowledges that they have not relied upon any representations made by Seller or Seller’s agents and that they relied upon their own inspections of the property and opinions from parties other than the Seller or Seller’s agents and that they conducted said inspections prior to the Auction. The buyer acknowledges that statements made prior to or during the auction take precedence over all printed material. d. Buyer further acknowledges that (i) neither Seller, nor any principal, agent, attorney, officer, employee, broker or other representation of Seller has made any representations or warranties of any kind whatsoever, either express or implied, with respect to the Property or any of such related matters, and (ii) that Buyer is not relying on any warranty, representation, or covenant, express or implied, with respect to the property and is buying the Property in its “as-in” condition with all faults. In particular, but without limitation, Seller makes no representations or warranties with respect to the use, condition, including without limitation the condition of the soils or groundwaters of the Property and the presence or absence of toxic materials or hazardous substances on or under the Property, occupation or management of the Property, compliance with applicable statutes, laws, codes, ordinances, regulations or requirements re...

Buyer Acknowledgments. Buyer’s delivery of an Approval Notice to Seller is Buyer’s acknowledgement that (i) it will have reviewed or have had adequate time and opportunity to review the Due Diligence Materials and conduct its diligence review of the Property and matters affecting the Property, (ii) certain of the Due Diligence Materials may have been prepared by parties other than Seller and Seller makes no representation or warranty of any kind whatsoever, express or implied, as to the accuracy or completeness of any Due Diligence Materials prepared by third parties, (iii) Buyer has not relied upon any representations or warranties by Seller or any Seller Related Party not specifically set forth in this Agreement or the Transaction Documents, and has made and relied solely on its own independent investigation, inspections, analyses, appraisals and evaluations of facts and circumstances affecting the Property and the transactions contemplated under this Agreement, and (iv) Buyer is a sophisticated purchaser, with experience in acquiring, owning and operating real property in the nature of the Property, and is familiar with, and freely undertakes, the risks associated with sale transactions that involve purchases based on limited information, representations and disclosures.

Buyer Acknowledgments. Buyer acknowledges the following: (i) Seller shall deliver electricity to the Utility and not to Buyer, the Utility will make all calculations and determinations regarding the amount of the Bill Credit to be applied to Buyer’s electric account, which calculations shall be made pursuant to CDG Program requirements, (ii) Buyer will continue to receive a bill from the Utility throughout the Term and Buyer remains responsible for paying all charges billed by the Utility, and (iii) Seller in no way assumes any liability for Buyer’s electric utility charges.

Buyer Acknowledgments. BUYER REPRESENTS THAT, OTHER THAN SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING, IT HAS RELIED AND SHALL RELY SOLELY ON (I) ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS IN PURCHASING THE PROPERTY, AND (II) BUYER'S OWN KNOWLEDGE OF THE PROPERTY BASED ON ITS INVESTIGATIONS AND INSPECTIONS OF THE PROPERTY. BUYER HAS CONDUCTED, OR BY THE CLOSING WILL CONDUCT, SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMED OR SHALL DEEM NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. UPON CLOSING, BUYER SHALL, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO BUYER THE PROPERTY, AND SUBJECT TO THE EXPRESSED REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS AND DEFECTS (LATENT AND APPARENT). BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT, EMPLOYEE OR CONTRACTOR OF SELLER, OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF SECTION 5.1 AND THIS SECTION 5.2 SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL NOT BE INCORPORATED INTO THE DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY SELLER, ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS. BUYER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. BUYER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. 3990 Bxxxxxx -16- Purchase and Sale Agreement BUYER ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN SECTION 5.1 AND THIS ...

Buyer Acknowledgments. Buyer specifically acknowledges that, except for Seller’s representations herein, and subject to Seller’s obligations as contained in this Agreement, Buyer is not relying on any representations or warranties of any kind whatsoever, express or implied, from Seller, or any director, officer, employee, representative, broker, or other agent of either of them, as to any matters concerning the Premises, the Permits, Assets and/or the Business conducted therewith, including: (a) the condition or safety of the Premises or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and geology, lot size, or suitability of the Premises or its improvements for a particular purpose; (b) whether the appliances, if any, plumbing, or utilities are in working order; (c) the habitability or suitability for occupancy of any structure and the quality of its construction; (d) the fitness or condition of any personal property; (e) whether the fixtures or improvements are structurally sound, in good condition, or in compliance with applicable Laws; (f) the profits or losses relating to operations at the Premises; (g) the legal or tax consequences of this Agreement or the transactions contemplated hereby; (h) the environmental condition of the Premises, including but not limited to the possible presence of petroleum products and/or hazardous substances in, under, or near the Premises; (i) the continued validity of the Permit and (j) the completeness or accuracy of any information provided to Buyer by Seller or their agents. Buyer understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Seller’s willingness to enter into this Agreement.

Buyer Acknowledgments. Buyer acknowledges receipt of a Massachusetts Mandatory Real Estate Li- censee-Consumer Agency Disclosure, Property Transfer Lead Paint Notification and Certification (for residences built before 1978) and Home Inspectors Facts for Consumers brochure (prepared by the Mas- sachusetts Office of Consumer Affairs). Buyer has not relied upon any representation, oral or written, from Seller or any real estate broker concerning the legal use of, or the condition of, the Property. Buyer acknowledges that in making this Offer there are no warranties or representations made by Seller or any broker on which Buyer has relied, except as set forth in this Offer.

Buyer Acknowledgments. Buyer, acting through its own management personnel, counsel, and accountants has been given the opportunity to inspect and examine the books, documents, records, Contracts, leases, licenses, permits, purchase agreements and other agreements, business arrangements and commitments including but not limited to those described in the Schedules and Exhibits attached hereto (collectively the “Records”) of Seller for purpose of determining the acceptability to Buyer of Seller's titles to the Xing An Registered Capital and underlying assets and the condition of such assets. Buyer, acting through the above referenced individuals, has also been given the opportunity to investigate, inspect and examine the material aspects of the Business and all of its assets and liabilities. In addition to the foregoing, Buyer has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Members of the Xing An Group and management personnel acting on its behalf concerning the business, its assets and this transaction, and to obtain any additional information, to the extent that Seller was in possession of such information, or was able to acquire it without unreasonable effort or expense, necessary to verify the accuracy of the Records and information furnished; and Buyer has availed itself of such opportunity to the extent Buyer considers appropriate in order to permit Buyer to evaluate the merits and risks of the contemplated acquisition of Seller’s shares or units of issued and outstanding Company Stock.

Buyer Acknowledgments. Buyer acknowledges that no other representations or warranties except the express warranties and representations in Section 3 hereof have been made by Seller, or any of Seller's agents and representatives, and Buyer has not relied, and will not rely, on any statements made by Seller or its representatives or agents other than those expressly set forth herein. In furtherance of the foregoing, Buyer acknowledges that: (i) Buyer takes the Assets with the full risk of operating, owning and managing same; (ii) except with respect to the representation contained in Section 2D, all of the Assets are being sold as-is, where-is, and Buyer will take the Assets exclusively on an as is-where-is basis; (iii) Seller has made absolutely no representation or warranty (a) concerning the future performance of the Business, (b) that any inventory acquired hereunder is saleable in any respect, (c) that Buyer will have the right to sell any inventory without the consent of the supplier thereof, (d) that Buyer will have the right to place any Inventory in any Visi-Coolers or other glass door coolers, or any other similar beverage dispensing assets previously owned by Seller and sold to Canada Dry Potomac Corporation, or (e) concerning the quality of any of the items of Acquired Inventory; (iv) sales and profitability of "new age" and other beverages sold by Seller have decreased materially in recent years. Buyer hereby represents and warrants that the failure to obtain any consent shall not serve as a justification for Buyer not consummating the transactions contemplated hereby, and shall not serve in any means as a failure to satisfy any of the conditions described in Section 6 hereof. Buyer takes the full risk and responsibility of procuring all consents appropriate for the distribution of any items of inventory acquired by Buyer hereunder.

Buyer Acknowledgments. 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; (d) if Buyer cannot or does not want a puppy from the specified litter Buyer may transfer their deposit ONE time and be placed at the bottom of the pick list for the next anticipated litter that may produce Buyer's preferences; and (e) Breeder cannot and does not guarantee any specific qualities of the puppy when it becomes and adult.