Buyer’s Acknowledgment. Each Buyer other than U.S. Bank hereby acknowledges that U.S. Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, or any other capacity or role) for:
(a) the marketability or collectability of the Purchased Loans;
(b) the genuineness, validity, likelihood of performance as and when due or enforceability of any Investor Commitment or the solvency or performance record of any Approved Investor;
(c) the validity, enforceability or any legal effect of any of the Repurchase Documents, any Loan Papers or any insurance, bond or similar device purportedly protecting any obligation to the Buyers or any Purchased Loans; or
(d) the financial condition of the Seller or any of its Subsidiaries or Affiliates, the status, health or viability of any industry in which any of them is involved, the prospects for repurchase of the Purchased Loans, the genuineness, validity or enforceability of any warehousing facility or repurchase agreement between the Seller and any other lender or repurchase agreement counterparty, the value of any Purchased Loans, the effectiveness of any of the provisions of the Repurchase Documents (including the financial covenants, tests and hedging requirements) or any aspect of their implementation or administration at any time to reduce or control risks of any type, to produce returns, profits, yields or spreads or to reduce or control losses or the accuracy of any information supplied by or to be supplied in connection with any of the Seller or any of its Restricted Subsidiaries or Affiliates, or otherwise with respect to this Agreement, any Purchased Loans or any source of equity or other financing for any of the Seller, any of its Affiliates or any other warehouse lender or repurchase agreement counterparty.
Buyer’s Acknowledgment. As a material inducement to Seller to enter into this Agreement and to convey the Property to Buyer, Buyer hereby acknowledges and agrees that:
Buyer’s Acknowledgment. (a) Buyer acknowledges and agrees that:
(i) other than the representations and warranties of Seller specifically contained in this Agreement or in the Ancillary Agreements, (A) there are no other representations or warranties of Seller either expressed or implied with respect to Seller, the Business, the Assets, RSI, or the Contemplated Transactions and Buyer takes the Assets “as-is” and “where-is” and (B) SELLER EXPRESSLY DISCLAIMS ANY IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, MERCHANTABILITY OR SUITABILITY OF ANY OF THE ASSETS, OR OF THE BUSINESS; and
(ii) it shall have a right to indemnification solely as provided in Article 11 hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by either Seller or any of its officers, directors, employees, agents or advisors, or otherwise available to Buyer.
(b) Buyer acknowledges and agrees that some or all of the services and products of the Business may require a license from either the United States Department of State or Department of Commerce in order to export such services or products to a foreign buyer and some or all of the equipment used in the Business is of such a nature that the export of such equipment may require a license from either the United States Department of State or Department of Commerce.
(c) Buyer acknowledges and agrees that any cost estimates, projections or other predictions contained or referred to in the Disclosure Schedules or in the information provided to Buyer or any of its employees, agents or representatives were prepared for internal planning purposes only and are not and shall not be deemed to be representations or warranties of Seller or any Related Person of Seller.
(d) Buyer acknowledges and agrees that: (i) other than those set forth in Section 3.18, Seller makes no representations or warranties, express or implied, regarding the information and findings of any environmental reports provided to Buyer; (ii) such reports were not prepared for Buyer or in anticipation of the Contemplated Transactions; and (iii) Buyer acknowledges that all such environmental reports were prepared solely for Seller’s use and benefit.
Buyer’s Acknowledgment. Buyer acknowledges and agrees that, (a) other than the representations and warranties of Seller specifically contained in this Agreement, there are no representations or warranties of Seller or any Affiliate thereof either expressed or implied with respect to the Business or the Transactions and (b) Buyer shall have a right to indemnification solely as provided in Article X hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished or caused to be furnished by Seller or any of Seller's officers, directors, employees, agents or advisors, or otherwise available to Buyer.
Buyer’s Acknowledgment. 3.2.1 As buyer(s), I/we acknowledge the duty to pay diligent attention to any material defects that are known to me/us or can be known by me/us by utilizing diligent attention and observation.
3.2.2 Each buyer acknowledges and understands that the disclosures set forth in this statement and in any amendments to this statement are made only by the seller and are not the representations of any financial institution that may have made or may make a loan pertaining to the property, or that may have or take a security interest in the property, or of any real estate licensee engaged by the seller or buyer. A financial institution or real estate licensee is not bound by and has no liability with respect to any representation, misrepresentation, omission, error or inaccuracy contained in another party’s disclosure statement required by this section or any amendment to the disclosure statement.
Buyer’s Acknowledgment. Buyer hereby acknowledges that Buyer is relying solely on Buyer's own inspection of the Business and the representations of Seller regarding the prior Business operating history, the value of the assets being purchased and all other material facts. Broker(s) neither represented nor warranted the accuracy of any facts, figures, books, records, memoranda, financial information or data, of any kind, concerning the operations of Seller. Broker has not conducted any independent investigation whatsoever of the Business and the information provided by Seller to Broker. Moreover, Buyer acknowledges that Broker has not verified any of the representations made by Seller.
Buyer’s Acknowledgment. A. Buyer hereby acknowledges that: Buyer has a duty to pay diligent attention to any material defects that are known to Buyer or can be known to Buyer by utilizing diligent attention and observation.
B. The disclosures set forth in this statement and in any amendments to this statement are made only by the Seller and not by any real estate licensee or other party.
C. Buyer acknowledges that, pursuant to RCW 64.06.050(2), real estate licensees are not liable for inaccurate information provided by Seller, except to the extent that real estate licensees know of such inaccurate information.
D. This information is for disclosure only and is not intended to be a part of the written agreement between the Buyer and Seller.
E. Buyer (which term includes all persons signing the “Buyer’s acceptance” portion of this disclosure statement below) has received a copy of this Disclosure Statement (including attachments, if any) bearing Seller’s signature. DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT ARE PROVIDED BY SELLER BASED ON SELLER’S ACTUAL KNOWLEDGE OF THE REAL PROPERTY AT THE XXXX XXXXXX COMPLETES THIS DISCLOSURE STATEMENT. UNLESS BUYER AND SELLER OTHERWISE AGREE IN WRITING, BUYER SHALL HAVE THREE BUSINESS DAYS FROM THE DAY SELLER OR SELLER’S AGENT DELIVERS THIS DISCLOSURE STATEMENT TO RESCIND THE AGREEMENT BY DELIVERING A SEPARATELY SIGNED WRITTEN STATEMENT OF RESCISSION TO SELLER OR SELLER’S AGENT. YOU MAY WAIVE THE RIGHT TO RESCIND PRIOR TO OR AFTER THE TIME YOU ENTER INTO A SALE AGREEMENT. BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS DISCLOSURE STATEMENT AND ACKNOWLEDGES THAT THE DISCLOSURES MADE HEREIN ARE THOSE OF THE SELLER ONLY, AND NOT OF ANY REAL ESTATE LICENSEE OR OTHER PARTY. Date: BUYER That portion of Tract 0, Xxxxx 0, Xxxx xx Xxxxxxxxx Manor, according to the plat thereof recorded in Volume 9 of Plats, page 71, records of Snohomish County, Washington, described as follows: Beginning at the most Southerly corner of said Xxxxx 0, Xxxxxx Xxxxx 00°00'00" Xxxx along the Southwesterly line of said Tract 4, 12 00 feet to a line lying 32 00 feet Northwesterly of and parallel with the centerline of Alderwood Mall Boulevard and the True Point of Beginning, Thence North 52°26'50" East along said parallel line 50 00 feet, Thence North 37°33'10" West 100 00 feet, Thence South 52°26'50" West 50 00 feet, Thence South 37°33'10" east 100 00 feet to the True Point of Beginning. Situate in the County of Snohomish, State of Washington.
Buyer’s Acknowledgment. Buyer acknowledges that it has been given a reasonable opportunity to fully and independently inspect the Property prior to submitting the Bid Submission Package and entering into this Agreement. Buyer acknowledges that it will rely solely on its own inspection in determining the physical condition, title to and other matters pertaining to the Property.
Buyer’s Acknowledgment. Each Buyer other than U.S. Bank hereby acknowledges that U.S. Bank has made no representations or warranties with respect to any Purchased Loan other than as expressly set forth in this Agreement and that U.S. Bank shall have no responsibility (in its capacity as a Buyer, the Administrative Agent, the Syndication Agent or any other capacity or role) for:
(d) Section 22.19 of the Repurchase Agreement is amended and restated in its entirety to read as follows:
Buyer’s Acknowledgment. Buyer acknowledges that by closing this transaction, it shall mean that Buyer is satisfied with all
