Buyers Evaluation. Buyer is an experienced and knowledgeable investor in the oil and gas business. Buyer has been advised by and has relied solely upon its own expertise in legal, tax and other professional counsel concerning the transaction contemplated by this Agreement, the Assets and the value thereof.
Buyers Evaluation. Buyer is not acquiring the Assets with a view to or for sale in connection with any distribution thereof or any other security related thereto within the meaning of Securities Act of 1933, as amended. Buyer is an experienced and knowledgeable investor in the oil and gas business. Buyer has been advised by and has relied solely upon its own expertise in legal, tax and other professional counsel concerning the transaction contemplated by this Agreement, the Assets and the value thereof. Buyer (a) is familiar with investments of the nature of the Assets, (b) understands that this investment involves substantial risks, (c) has (or will have before Closing) adequately investigated the Assets, (d) has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in an investment in the Assets, and (e) is able to bear the economic risks of such investment. Buyer has had (or will have before Closing) the opportunity to visit with Seller and meet with its officers and other representatives to discuss the Assets, has (or will have before Closing) received all materials, documents and other information that Buyer deems necessary or advisable to evaluate an investment in the Assets, and has (or will have before Closing) made its own independent examination, investigation, analysis and evaluation of an investment in the Assets, including its own estimate of the value of the Assets. Buyer has (or will have before Closing) undertaken such due diligence as Buyer deems adequate.
Buyers Evaluation. Buyer has made a complete and thorough investigation and examination of the Assets and the Transaction, employing the levels of due diligence as Buyer has elected to perform in its sole and absolute discretion. To the extent Buyer does not currently have available its own employees who are competent to conduct such examinations and inspections, Buyer has retained such consultants, independent contractors and other professional advisors as necessary to enable it to complete its due diligence and investigation of the Assets and the Transaction as Buyer determines is necessary in its sole and absolute discretion. Except for the Seller Warranties, Buyer acknowledges and agrees that Seller has not made any other representations or warranties, express or implied, written or oral, as to the accuracy or completeness of the information supplied by Seller or any other information relating to the Assets or the Transaction furnished or to be furnished to Buyer or its representatives by or on behalf of Seller, including without limitation any estimate of the value of the Assets or reserves or any projections as to future events. Buyer acknowledges and affirms that it has relied on and will rely solely on the terms of this Agreement and upon its own independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, tax or other consequences of this Transaction including, without limitation, its estimate and appraisal of the extent, condition and value of the Assets. Buyer and its Representatives have been given opportunities to examine the Assets and the books and records relating to the ownership of the Assets.
Buyers Evaluation. Buyer acknowledges that it is an experienced and knowledgeable investor in operating a public Company and is aware of the risks involved in this transaction.
Buyers Evaluation. Buyer is an experienced and knowledgeable owner and operator in the refined products terminals business and is capable of independently evaluating the merits and risks of the purchase of the Purchased Assets contemplated by this Purchase Agreement. With respect to proceeding with the transactions contemplated by this Purchase Agreement, Buyer has evaluated the merits and risks of purchasing the Purchased Assets and has relied solely upon its knowledge and experience and the limited representations and warranties made by Seller in this Purchase Agreement.
Buyers Evaluation. Buyers acknowledge that they have made their own independent examination, investigation, analysis and evaluation of Ground Round, including their own estimate of the value of the Shares. Buyers acknowledge that they have undertaken such due diligence, including, without limitation, a review of the assets, liabilities, capitalization, financial condition, cash flow, operations, books, records, and contracts of the Seller as Buyers deem adequate.
Buyers Evaluation. Buyer is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities. In making its decision to enter into this Agreement and to consummate the transaction contemplated herein, Buyer (a) has relied on the representations and warranties of Sellers set forth in this Agreement, (b) has relied or shall rely on its own independent investigation and evaluation of the Assets and the advice of its own legal, tax, economic, environmental, engineering, advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any representatives or consultants or advisors engaged by Sellers and (c) has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Assets. Buyer is acquiring the Interests solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof.
Buyers Evaluation. Buyer is an experienced and knowledgeable owner and operator in the refined products terminals business and is capable of independently evaluating the merits and risks of the purchase of the Purchased Assets contemplated by this Purchase Agreement. With respect to proceeding with the transactions contemplated by this Purchase Agreement, Buyer has evaluated the merits and risks of purchasing the Purchased Assets and has relied solely upon its knowledge and experience and the limited representations and warranties made by Seller in this Purchase Agreement. ARTICLE V PROPERTY TO BE SOLD “AS IS, WHERE IS”; CERTAIN DISCLAIMERS 5.1 “AS IS, WHERE IS”. EXCEPT WITH RESPECT TO THE REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATIONS EXPRESSLY PROVIDED BY SELLER TO BUYER IN THIS PURCHASE AGREEMENT, OR IN THE SCHEDULES AND EXHIBITS HERETO AND THE ANCILLARY AGREEMENTS, BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL CONVEY TO BUYER THE PURCHASED ASSETS, ALL IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, WITHOUT ANY GUARANTEES OR WARRANTIES (EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, 21 BUYER AGREES TO ACCEPT THE PURCHASED ASSETS “AS-IS”, “WHERE-IS,” IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITH ALL FAULTS, LIMITATIONS AND DEFECTS (HIDDEN AND APPARENT) AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS, WITHOUT ANY GUARANTEES OR WARRANTIES (EXPRESS OR IMPLIED), AS TO THEIR TITLE, QUALITY, MERCHANTABILITY OR THEIR FITNESS FOR BUYER’S INTENDED USE OR PURPOSE OR A PARTICULAR USE OR PURPOSE OR ANY USE OR PURPOSE WHATSOEVER. ALL REPRESENTATIONS AND WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN OR IN THE SCHEDULES AND EXHIBITS HERETO OR IN THE ANCILLARY AGREEMENTS ARE EXCLUDED. SELLER DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (WHETHER ORALLY OR IN WRITING) TO BUYER OR THE OTHER MEMBERS OF BUYER GROUP, INCLUDING WITH RESPECT TO THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES. BUYER ACKNOWLEDG...
Buyers Evaluation. Buyer is experienced and knowledgeable in the water transportation and disposal business and is aware of its risks. In entering into this Agreement, Buyer acknowledges that it has relied and will rely solely on the terms of this Agreement and upon its own independent analysis, evaluation and investigation of, and judgment with respect to, the business, economic, legal, Tax, or other consequences of this Transaction, including its estimate and appraisal of the extent and value of the Assets. Buyer or its Representatives have been given a reasonable opportunity to examine the Background Materials. Except as expressly provided in this Agreement and the other Transaction Documents, Seller shall not have any liability to the Buyer Indemnified Parties resulting from any use, authorized or unauthorized, of the Background Materials provided by or on behalf of Seller.
Buyers Evaluation. Buyer is an informed and sophisticated purchaser and is experienced in the operation, evaluation and purchase of enterprises such as the Business and the Assets. Buyer acknowledges that Seller has made no representation or warranty as to the future profitability or prospects, financial or otherwise, of the Business, except as expressly set forth herein, and Buyer is relying on its own inspection of the Assets and Business, in addition to the representations and warranties of Seller contained herein, in entering this Agreement.
