Buyer Reliance. The Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Representative in connection with this Agreement and the transactions contemplated by this Agreement. The Buyer is entitled to deal exclusively with the Representative on all matters relating to this Agreement and the transactions contemplated by this Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Representative, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Person. Any notice or communication delivered by the Buyer to the Representative shall be deemed to have been delivered to all the Sellers. The Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with this Agreement and the transactions contemplated by this Agreement unless the same is made, given or executed by the Representative. For all purposes of this Agreement, the Buyer shall be entitled to regard and rely on all actions and decisions taken or made by any of the Founders, solely acting in such Founder’s capacity as a managing member of the Representative, as being the duly authorized actions and decisions of the Representative.
Buyer Reliance. The Buyer acknowledges that it and its representatives have had a reasonable opportunity to meet with the Seller to discuss the Assets and that it has relied upon its own independent investigation of the Assets in reaching the determination to purchase the Assets. The Buyer acknowledges that neither the Seller nor any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Assets furnished or made available to the Buyer and its representatives, except as expressly set forth in this Agreement.
Buyer Reliance. Buyer is experienced in and knowledgeable about the ownership and management of commercial real estate properties, and has relied and shall rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Notwithstanding the fact the Buyer has received certain information from Seller or its agents or consultants, Buyer has relied solely upon and shall continue to rely solely upon its own analysis and shall not rely on any information provided by Seller or its agents or consultants, except as expressly set forth in Section 9(a).
Buyer Reliance. Buyer is experienced in and knowledgeable about the ownership and management of commercial real estate properties and entities that own them, and it has relied and will rely exclusively on (i) Seller’s Express Representations and (ii) its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Units, the Intermediate Interests and the Property, its condition, value and potential. Buyer agrees that, notwithstanding the fact that it has received or will receive certain information from Sellers or their agents or consultants, Buyer has relied solely upon and will continue to rely solely upon (i) Seller’s Express Representations and (ii) its own analysis and will not rely on any information provided by Sellers or their agents or consultants.
Buyer Reliance. All information, whether written or oral, previously, now, or hereafter made available to Buyer by Seller, its agents, or any other person acting for or on behalf of Seller, whether in the form of appraisals, market studies, projections, brochures, maps, surveys, soil reports, engineering studies, environmental studies, inspection reports, plans and specifications, and all other information and materials have been or will be furnished by Seller to Buyer solely as an accommodation, and neither Seller nor its agents has verified the accuracy of such information or the qualifications of the persons preparing such information. Xxxxx agrees that, notwithstanding the fact that Xxxxx has received certain information from Seller, or its respective agents or consultants, Buyer has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller, or its agents or consultants.
Buyer Reliance. Buyer may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Seller’s Representative in connection with this Agreement and any other document entered into in connection herewith and the transactions contemplated hereby and thereby. Buyer is entitled to deal exclusively with the Seller’s Representative on all matters relating to this Agreement and any other document entered into in connection herewith and the transactions contemplated hereby and thereby. Any action taken or not taken or decisions, communications or writings made, given or executed by the Seller’s Representative, for or on behalf of Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by Seller. Any notice or communication delivered by Buyer to the Seller’s Representative shall be deemed to have been delivered to Seller. Buyer shall be entitled to disregard any decisions, communications or writings made, given or executed by Seller in connection with this Agreement or any document entered into in connection herewith and the transactions contemplated hereby and thereby unless the same is made, given or executed by the Seller’s Representative in writing.
Buyer Reliance. 122 21.21 Concurrent Closing .............................122 EXHIBITS Exhibit A - Form of Proration Statement Exhibit B-1 - Form of Opinion of Counsel to Pacific and Stockholders Exhibit B-2 - Form of Opinion of Counsel to Pacific and Stockholders Exhibit C-1 - Form of Non-Competition Agreement for Xxxxx X. Xxxxxxx Exhibit C-2 - Form of Non-Competition Agreement for Xxxxxxx X. Xxxxxxx Exhibit D - Assignment and Assumption Agreement Exhibit E - Form of Opinion of Buyer's Counsel Exhibit F - Deposit Escrow Agreement Exhibit G - Put Purchase Agreement
Buyer Reliance. By execution hereof by the Stockholders, they as Agent, agree to accept disbursements under this Agreement or documents executed in connection herewith on behalf of the Stockholders and to promptly disburse to the Stockholders who have executed this Agreement their pro rata portion thereof. Buyer shall be entitled to rely on the full power and authority of the Agent to act hereunder and under any Exhibit or Schedule hereto on behalf of the Stockholders, and shall not be liable in any way whatsoever for any action it takes or omits to take in reliance upon such power and authority. The Stockholders shall look solely to the Agent for payment to them of their pro rata share of any amounts payable to the Stockholders pursuant to this Agreement and they shall have no recourse against Buyer or any of its Affiliates or agents for payment thereof; provided, however, that this sentence shall in no way limit the Agent's power to enforce the Stockholders' rights hereunder.
Buyer Reliance. Should any litigation arise by reason of Seller's representations or warranties the parties intend that Buyer place no reliance upon said representations, and that Buyer conduct an appropriate inquiry into the truth or falsity of any and all representations to ascertain Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) the true conditions of the Property. In any litigation, Seller have liability only to the extent it can be shown that Seller willfully made a false representation or willfully concealed a material fact from Buyer, and that Buyer had no method whereby Buyer could protect itself based upon its own investigation and diligence.
Buyer Reliance. The foregoing representations and warranties are made by Seller with the knowledge and expectation that Buyer is placing complete reliance thereon in entering into this Agreement.
