Knowledgeable Buyer. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, and has the ability to evaluate (and in fact has evaluated) the Properties and the terms and conditions of this Agreement. In entering into this Agreement, Buyer has relied solely on the express representations and covenants of the Xxxxx-Xxxx Parties, Xxxxx-Xxxx Holdings and Pillar Holdings in this Agreement, its independent investigation of, and judgment with respect to, the Properties and the terms and conditions of this Agreement and the advice of its own legal, tax, economic, environmental, engineering, land, geological and geophysical advisors and not on any comments or statements of the Xxxxx-Xxxx Parties, Xxxxx-Xxxx Holdings or Pillar Holdings or any representatives of, or consultants or advisors engaged by the Xxxxx-Xxxx Parties, Xxxxx-Xxxx Holdings or Pillar Holdings.
Knowledgeable Buyer. Buyer acknowledges that Seller has not made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Mineral Assets except as expressly set forth in this Agreement. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, except for the express representations and warranties of Seller set forth in this Agreement, Buyer has relied solely on its own independent investigation and evaluation of the Mineral Assets and not on any comments, statements, projections or other material made or given by any representative, consultant or advisor of Seller or any Affiliate or representative of Seller. Buyer acknowledges and affirms that on or prior to Interim Settlement, Buyer will have completed its independent investigation as contemplated in Section 10.02 and made all such reviews and inspections of the Interests as it has deemed necessary or appropriate to consummate the transaction contemplated hereunder. Buyer is an “accredited investor”, as such term is defined in Regulation D of the Securities Act of 1933, as amended, and Buyer is acquiring the Interests for its own account and not with the intent to make any distribution of undivided interests thereof which would violate any applicable laws.
Knowledgeable Buyer. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, is familiar with the Assets, has the ability to evaluate (and in fact has evaluated) the Assets for purchase.
Knowledgeable Buyer. Buyer (a) is represented by competent legal, tax and financial counsel in connection with the negotiation, execution and delivery of this Agreement, (b) together with its Affiliates, has sufficient knowledge and experience in marketing energy and owning, managing, and operating businesses similar to the Purchased Interests, and the technical, commercial, financial, legal, regulatory, and other risks associated with owning the Purchased Interests and (c) is financially capable of owning the Purchased Interests and performing its obligations under this Agreement and all instruments executed pursuant to or in connection herewith.
Knowledgeable Buyer. Prior to the Closing, Buyer managed the business of NEE. Buyer confirms and acknowledges that it has performed unrestricted due diligence into the assets and liabilities of NEE. Buyer is fully aware of the nature and extent of all liabilities and assets in NEE and is not relying on any representations or warranties, express or implied, of Seller except as may be expressly provided in this Agreement.
Knowledgeable Buyer. Buyer is engaged on an ongoing basis in the oil and gas exploration and production business. Buyer can bear the economic risks attributable to a purchase and ownership of the Assets. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Assets. Buyer has been informed that the solicitations of offers and the sale of the Assets by Seller have not been registered with any securities commission, state or federal, and Buyer hereby specifically agrees that neither Buyer, nor its directors, shareholders, employees, representatives or agents, shall initiate any Proceeding based upon the assertion or claim that the sale contemplated hereunder is the sale of securities.
Knowledgeable Buyer. Buyer acknowledges that Xxxxxxxxx is the General Manager and employee of the Call Box Operation and has day-to-day responsibility for managing the business and all related assets. As such, Buyer is fully apprised of the financial condition and operations of the Call Box Operation, as well as the condition of the Acquired Assets and the nature and amount of the Assumed Liabilities, and is aware of any changes in financial condition, operations, financial prospects, employment matters and the like with respect to the Call Box Operation. Buyer has been given an adequate opportunity to review and inspect the condition of the Acquired Assets prior to the Closing. Neither Buyer nor Xxxxxxxxx are aware of any breach of any representation or warranty made by Seller in Article 3, or any facts or circumstances that would make any of the representations or warranties made by Seller under Article 3 false or misleading. Neither Buyer nor Xxxxxxxxx is aware of any claim that may be made by either of them against the Seller with respect to the Acquired Assets or Assumed Liabilities after the Closing.
Knowledgeable Buyer. Buyer (i) is represented by competent legal, tax and financial counsel in connection with the negotiation, execution, and delivery of this Agreement, (ii) together with its Affiliates, has sufficient knowledge and experience in owning, managing, and operating power generating facilities to enable it to evaluate the Facilities, the Company, each Subsidiary, EC5 and Cogen Venture, and the businesses of each of them, and the technical, commercial, financial, legal, regulatory, and other risks associated with owning the Class A Common Stock, (iii) acknowledges that pursuant to this Agreement it will have, prior to the Closing Date, performed all due diligence that it desires to perform to enable it to evaluate the risks and merits of consummating the transactions contemplated hereby, and that in making the decision to enter into this Agreement and the Assignment of Notes and to consummate the transactions contemplated hereby and thereby, it has relied solely on the basis of its own independent investigation, analysis and evaluation of the Company and the Subsidiaries and their properties, assets, business, financial condition and prospects and upon the express representations, warranties and covenants in this Agreement and in any certificate delivered at the Closing, and (iv) together with its Affiliates, is financially capable of owning the Class A Common Stock and the Long Term Debt and performing its obligations under this Agreement, the Assignment of Notes and the Assignment Agreements. Nothing discovered (or which should have been discovered) by Buyer in the course of due diligence will be considered a waiver of or will reduce Seller's rights under Article VII; provided that, prior to the Closing, Buyer has disclosed to Seller any inaccuracy in Seller's representations and warranties or any errors in or omissions from the schedules to this Agreement of which Buyer has knowledge, and further provided that the foregoing does not extend the time period in which a claim may be made under Article VII or affect Seller's rights under Section 7.6. Buyer acknowledges that neither Seller, its Affiliates nor any other person or entity has made any representation or warranty, express or implied, as to the Company or the Subsidiaries except for those expressly set forth in Section 4.1 or in any certificate by Seller or its Affiliates delivered at the Closing.
Knowledgeable Buyer. Buyer has performed all due diligence that it has deemed necessary to perform concerning the Assets and in connection with its decision to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer (together with representatives and advisors it has retained) is experienced in, and has extensive knowledge of, the natural gas business and otherwise possesses the knowledge, experience and sophistication to allow it to fully evaluate and accept the merits and risks of entering into the transactions contemplated by this Agreement. In deciding to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own knowledge, investigation, and analysis (and that of its attorneys, accountants, consultants and representatives) and Buyer has not relied upon, and Buyer expressly waives and releases Seller from any liability for any claims relating to or arising from, any representation, warranty or statement made by, or any advice, document, projection or other information of any type provided by, or any duty to disclose on the part of, Seller or its Affiliates or any of their attorneys, accountants or other representatives, except for the express representations and warranties set forth in Article III and any representation and warranty provided pursuant to Section 6.2(a).
Knowledgeable Buyer. Purchaser is a knowledgeable buyer, owner and operator of oil and gas properties, and has the ability to evaluate (and will evaluate before Closing) the Purchased Assets. In making the decision to enter into this Agreement and to consummate the Transactions, Purchaser (i) except for the representations and warranties of Seller expressly set forth in ARTICLE IV and ARTICLE V, and the covenants of Seller otherwise set forth in, this Agreement, has relied on its own independent due diligence investigation of the Purchased Assets and has been advised by and has relied on its own expertise and legal, land, tax, environmental, reservoir engineering, and other professional counsel and consultants concerning the Transaction, the Purchased Assets and the value thereof, and (ii) shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Purchased Assets.
