Buyer’s Acknowledgment Clause Samples

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. 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 acknowledges that, except as expressly provided in this Agreement, neither Seller nor the Company has made, and the Company and Seller hereby expressly disclaim and negate, and Buyer hereby expressly waives, any representation or warranty, express, implied, at common law, by statute or otherwise relating to, and Buyer hereby expressly waives and relinquishes any and all rights, claims and causes of action against Seller, the Company, its Affiliates and their respective representatives in connection with, the accuracy, completeness, or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and its representatives by or on behalf of Seller or the Company. Buyer acknowledges that the Government Contracts may be terminated for convenience at any time by the pertinent Governmental Authority, and that any Government Contract or task orders under any Government Contract awarded based upon Company's 8(a) certification may be subject to termination unless the Small Business Administration issues waivers to permit the continuation of such task orders by Company after the Closing. Without limiting any representations and warranties contained in Article 3, and except as expressly set forth in this Agreement, Buyer acknowledges that neither Company nor Seller nor any of Company's Representatives makes or shall be deemed to have made any representations or warranties, express or implied, at law or in equity, of any kind or nature whatsoever concerning or as to any law or regulation affecting the Government Contracts that may be promulgated or become effective after the Closing. Buyer acknowledges that there are uncertainties inherent in attempting to make any projections, budgets, or forecasts or in the accuracy of such other forward-looking financial information and actual results of operations may differ materially from any such -26- projections, budgets or forecasts or as contained in such other forward-looking financial information.

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. 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 PROPERTY AT THE ▇▇▇▇ ▇▇▇▇▇▇ 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 Date: BUYER HOU03:1282498.8 09648-0050/LEGAL22127382.1 23147-0002/LEGAL22147789.3 ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇.▇. ▇▇▇▇▇’▇ PARK ADDITION TO NORTH SEATTLE, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 2 OF PLATS, PAGE 46, IN KING COUNTY, WASHINGTON; EXCEPT THE EASTERLY 7 FEET OF LOTS 1 THROUGH 6, INCLUSIVE, CONDEMNED FOR WIDENING WILLOW STREET (5TH AVENUE) IN DISTRICT COURT CAUSE ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇. HOU03:1282498.8 09648-0050/LEGAL22127382.1 23147-0002/LEGAL22147789.3 Please find below explanations for each question answered “Yes” and marked with an asterisk (*) on the attached Real Property Disclosure Statement:

Buyer’s Acknowledgment. Buyer acknowledges that by closing this transaction, it shall mean that Buyer is satisfied with all

Buyer’s Acknowledgment. Buyer acknowledges and agrees that some or all of the services and products of the Business would require licensing by either the United States Department of State or Department of Commerce in order to export such services or products to a foreign buyer. Buyer acknowledges and agrees that some or all of the equipment and know-how used in the Business are of such a nature that the export of such equipment or know-how would also require a license from either the United States Department of State or Department of Commerce.

Buyer’s Acknowledgment. Buyer represents and warrants that at the time of the purchase, Buyer does not have a short or hedge position in the Units or the securities which comprise the Units. During the Restricted Period, Buyer, in the United States, (a) shall not effect short sales in the Units or the securities which comprise the Units, and (b) shall not hedge, through short sales, options or otherwise, Buyer's purchase of such securities. Buyer has no agreement or understanding with any person with respect to the resale of the Units and the securities which comprise the Units.