Buyer’s Acknowledgments. Buyer acknowledges that Buyer has read this Contract and that the same constitutes the entire agreement between Buyer and Seller, and no other agreements, promises or warranties, either express or implied, except those expressly set forth herein, have been made to Buyer by Seller, its salesmen or agents. All prior and contemporaneous agreements, representations, reservations, marketing materials, or statements, express or implied, are superseded and merged herein. Buyer acknowledges the following:
8.1 Buyer has received and has reviewed or has had the opportunity to review the Due Diligence Documents. Buyer acknowledges that the Seller, the Association, and the District may from time to time amend and modify the Due Diligence Documents.
8.2 Buyer is not relying upon any representations with respect to the Lot, the size of the Lot, the value of the Lot, the existence or preservation of any view or vista with respect to the Lot, any noise, the availability of any common elements, or any other matter relating to the Lot or its suitability for your intended purposes other than for the construction of residential improvements. In that regard, you acknowledge that you are not relying upon square footage figures reflected in marketing or other materials distributed to you or your agents, or otherwise represented to you, as such square footage figures may not reflect the actual building area of the lot (which may be smaller).
8.3 Buyer is relying on his or her own professional, tax, business and legal advisors in making the decision to purchase the Lot. Seller has made no representations regarding the rental or rentability of any improvements on the Lot.
8.4 Buyer acknowledges that the Lot is located in a project that is intended to be developed in phases. Seller has offered no assurances that the other phases will be developed, or when they will be developed. As part of a project to be built in phases, Buyer may be subject to many inconveniences arising out of these activities. Buyer waives any claims against seller for any such inconveniencies including fugitive dust, noise, traffic, temporary closures of the roads, and temporary shut offs of utility services. Buyer agrees not to object to or protest against Seller’s right to complete the project or other phases of the project.
Buyer’s Acknowledgments. Buyer acknowledges that any projections or financial statements it has reviewed regarding the Assets are subject to change and that Buyer has had the opportunity to conduct its own due diligence, pose questions to Seller and perform its own analysis, and Seller has provided access to records and personnel for the purpose thereof.
Buyer’s Acknowledgments. Buyer acknowledges that Seller is a successor Trustee and can make no representations or warranties whatsoever, express or implied, regarding the Property because Seller has insufficient information to make such representations or warranties. Buyer acknowledges that Seller’s disclaimer of warranties and representations in this Addendum was bargained for and that the price which Buyer is paying for the Property reflects the lack of warranties and representations by Seller. Buyer further acknowledges that Buyer had negotiated, by other terms of this Agreement, all inspections and feasibility or other studies which Buyer believes are necessary to determine the condition of the Property, the suitability of the Property for Buyer’s purposes, and the truth of those matters material to Buyer upon which Seller makes no representation or warranty.
Buyer’s Acknowledgments. The Buyer acknowledges and agrees that:
(a) the Buyer has made and has relied on its own searches, investigations and enquiries in respect of the Group Companies, the Business and the Assets and its own evaluation of any material provided by the Seller to the Buyer or its Representatives before the date of this deed including the Due Diligence Materials;
(b) the Buyer has extensive knowledge and experience of the manufacturing industry in Australia and has had the benefit of independent legal, financial and technical advice relating to its proposed purchase of the Shares and the terms of this deed;
(c) no Seller Group Member has made and no Representative of any Seller Group Member has made any warranty as to the accuracy of any forecast, budget, estimate, projection, statement of opinion or statement of intention provided to the Buyer or its Representatives before the date of this deed;
(d) the Buyer is not entering into this deed in reliance on, and it may not rely on, any forecast, budget, estimate, projection, statement of opinion, statement of intention or any other warranty, representation or other statement made or purporting to be made by or on behalf of any Seller Group Member, or its Representatives, other than as expressly set out in the Transaction Documents;
(e) the disclosure of any matter in or by virtue of the Disclosure Letter does not constitute or imply any warranty, representation, statement, covenant, agreement, indemnity or undertaking not expressly given by the Seller in this deed and the contents of the Disclosure Letter do not have the effect of extending the scope of any of the Warranties or the other provisions of this deed, provided that this clause 15.3(e) does not, in any way, limit the application of the Warranties set out in paragraph 17 of Schedule 7; and
(f) any Subject Claim by any Buyer Group Member must be based solely on and limited to the express provisions of this deed and that, to the maximum extent permitted by law, all terms and conditions that may be implied by law in any jurisdiction and which are not expressly set out in this deed are excluded (and to the extent that any terms and conditions of this type cannot be excluded then the Buyer irrevocably waives all rights and remedies that it may have in relation to, and releases the Seller and each of its Representatives from any liability in respect of, any terms and conditions of this type).
Buyer’s Acknowledgments. The Buyer acknowledges and agrees that:
(a) no Warrantor has made any representation or warranty in connection with this Agreement (including a representation or warranty about the financial or other prospects of the Company) other than the Sellers’ Warranties, and that no such representation or warranty has been made on any Warrantor’s behalf;
(b) it has received independent professional advice in relation to the purchase of the Shares and this Agreement (including legal, accounting, Tax and financial advice), has satisfied itself about anything arising from that advice and is able to evaluate the risks and merits of purchasing the Shares;
(c) in entering into this Agreement and proceeding to Completion, the Buyer relies on its own investigations and professional advice received and does not rely on any representation or warranty other than the Sellers’ Warranties;
(d) to the maximum extent permitted by Law, all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, not expressly set out in this Agreement and which relate to this Agreement or a matter the subject of a Sellers’ Warranty, are excluded; and
(e) the Sellers are not liable under any Claim arising out of or relating to any financial projections, business plans, budgets or financial forecasts in respect of the Group Companies.
Buyer’s Acknowledgments. The Buyer acknowledges and agrees with the Seller that:
(a) it has had the opportunity to conduct due diligence investigations and raise queries with the Seller regarding the Sale Companies and the Business;
(b) the only representations and warranties on which the Buyer has relied in entering into this document are those set out in Schedule 2;
(c) to the extent permitted by law, all other warranties, representations and undertakings (whether express or implied) and whether oral or in writing or given by the Seller, the Sale Companies or their Representatives are expressly excluded; and
(d) the only person entitled to make a Claim for breach of Warranty under this document is the Buyer, and then only strictly according to and subject to this document.
Buyer’s Acknowledgments. (a) This Subsection applies if the Property includes Tract 57 and/or Tract 86 in Xxxxxxxxxx County, Illinois. If this Subsection applies, Buyer acknowledges having received and reviewed, prior to signing this Agreement, the following disclosure form(s) with respect to each home that is included with the Property: (i) Illinois Residential Real Property Disclosure Report; (ii) Illinois Disclosure of Information on Radon Hazards;
Buyer’s Acknowledgments. (a) Buyer acknowledges that any projections or financial statements it has reviewed regarding the Assets are subject to change and that Buyer has had the opportunity to conduct its own due diligence, pose questions to Seller and perform its own analysis, and Seller has provided access to records and personnel for the purpose thereof.
(b) Buyer understands that some of the Assets may consist of a minority interest in joint ventures and that the acquisition of such interests will not afford Buyer the opportunity to make decisions affecting such joint ventures' operations without the consent of the requisite percentage of the other joint venturers. Buyer further understands that it will be bound by the terms of such joint venture agreements.
(c) BUYER EXPRESSLY ACKNOWLEDGES THE LIMITATIONS ON SELLER'S WARRANTIES SET FORTH IN SECTION 2.4
Buyer’s Acknowledgments. The Buyer understands, agrees and acknowledges the following with respect to the Depositor Shares:
(i) it has sufficient knowledge, experience and professional advice to make its own evaluation of the merits and risks of investment in the Depositor Shares and has been given the opportunity to conduct its own investigation regarding the Depositor and to ask such questions and receive such information concerning the Depositor as it has deemed necessary or advisable to make its investment decision;
(ii) the acquisition of the Depositor Shares by the Buyer will be for its own account; and
(iii) it is not acquiring the Depositor Shares with a view to distribution thereof or with any present intention of offering or selling the Depositor Shares or any interest therein.
Buyer’s Acknowledgments. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO FULLY AND INDEPENDENTLY INSPECT THE PROPERTY PRIOR TO CLOSING. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY SOLELY IN RELIANCE ON BUYER’S OWN INVESTIGATION, AND “AS IS, WHERE IS”, “WITH ALL FAULTS” AND WITH ALL DEFECTS, LATENT OR OTHERWISE. BUYER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER HEREIN, AND EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER MAKES AND HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WITH RESPECT TO THE PROPERTY OR ANY MATTER RELATED THERETO, OR WITH RESPECT TO, WITHOUT LIMITATION, ANY OF THE FOLLOWING MATTERS:
(a) Soils, Other Conditions. Soils, seismic, hydrological, geological and topographical conditions and configurations.
