No Independent Investigation. All representations and warranties made herein by the Sellers which are based on the Sellers' knowledge are made, and are hereby acknowledged by Purchaser to be made, without independent investigation regarding the facts contained therein and are otherwise limited as provided in the definition of "knowledge."
No Independent Investigation. Landlord and Tenant acknowledge and understand that any financial statements, information, reports, or written materials of any nature whatsoever, as provided by the parties of Broker, and thereafter submitted by Broker to either Landlord and/or Tenant, are so provided without any independent investigation by Broker, and as such Broker assumes no responsibility or liability for the accuracy or validity of the same. Any verification of such submitted documents is solely and completely the responsibility of the party to whom such documents have been submitted.
No Independent Investigation. Such Purchaser acknowledges that the Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Securities or the accuracy, completeness or adequacy of any information supplied to the Purchaser by the Company. The Company and each of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.
No Independent Investigation. 8.1. Our responsibility is limited to responding to specific instructions received from you, or on your behalf from your professional advisers or agents, and we are under no obligation to investigate or verify independently the accuracy or completeness of such instructions. If we are obliged to make any assumptions as to matters of fact, or the laws of any jurisdiction other than the British Virgin Islands or Saint Lucia, we may rely entirely upon those assumptions without independent verification.
No Independent Investigation. Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct Escrow Agent on behalf of that party unless written notice to the contrary is delivered to Escrow Agent.
No Independent Investigation. Seller and Buyer acknowledge and understand that any financial statements, information, reports, or written materials of any nature whatsoever, as provided by the parties to Broker, and thereafter submitted by Broker to either Seller and/or Buyer, are so provided without any independent investigation by Broker, and as such Broker assumes no responsibility or liability for the accuracy or validity of the same. Any verification of such submitted documents is solely and completely the responsibility of the party to whom such documents have been submitted.
No Independent Investigation. All representations and warranties made herein by Equitable which are based on Equitable's knowledge are made, and are hereby acknowledged by the Purchaser to be made, without 33 independent investigation regarding the facts contained therein, other than due inquiry of the Managing Agent for the Mall, and are otherwise limited as provided in the definition of "knowledge" or "notice".
No Independent Investigation. All representations and warranties made herein by Transferors which are expressly qualified herein as being based on Transferors' knowledge are made, and are hereby acknowledged by Transferees to be made, without independent investigation regarding the facts contained therein other than inquiry of the Managing Agent (but in no event will knowledge of the Managing Agent be imputed to Transferors), and are otherwise limited as provided in the definition of "knowledge" or "notice". Transferors agree that promptly after the execution of this Agreement by the parties they will deliver a copy of Section 8.03 of this Agreement, together with copies of the Exhibits and Schedules referred to therein, to the Managing Agent and will request that the Managing Agent inform Transferors of any matters known to the Managing Agent that might qualify or contradict any of the representations and warranties set forth in Section 8.03.
No Independent Investigation. Without prejudice to the statutory requirements of the Management Company under all applicable laws and regulations, the Parties acknowledge and agree that before issuing any Acceptance, neither the Management Company nor the Custodian will make any independent investigation in relation to the Seller, the Receivables (including any Ancillary Right), the Debtors, the Contracts or compliance with the Eligibility Criteria of any Debtors or Receivables. The relevant Acceptance shall be made by the Management Company on the assumption that:
(a) each of the representations and warranties given by the Sellers as referred to in Clause 25 and each of the representations and warranties given by the Servicers as referred to in Clause 26, as applicable, is true and accurate in all material respects when rendered or deemed to be repeated and that each of the undertakings given by the Sellers as referred to in Clause 25 and each of the undertakings given by the Servicers as referred to in Clause 26 shall be complied with at all relevant times; and
(b) each of the Eligibility Criteria is satisfied on the corresponding Information Date and Transfer Date, the compliance of such Eligibility Criteria being an essential and determining condition (condition essentielle et determinante) for the FCC, the Management Company and the Custodian, without which the FCC, the Management Company and the Custodian would not have entered into this Agreement.
No Independent Investigation. None of the Transaction Parties or any of their respective Affiliates has undertaken or will undertake any due diligence, investigations, searches or other actions to verify the details of the Purchased Receivables, the related Lease Agreements or to establish the creditworthiness of any Lessee, the Originator or any other party to the Transaction Documents. Each of the persons named above will only rely on the accuracy of the representations and warranties made by the Originator to the Issuer in the Receivables Purchase Agreement in respect of, in particular, the Purchased Receivables. The Issuer will assign its claims under all such representations and warranties to the Trustee for the benefit of the Noteholders. If a relevant representation or warranty by the Originator is breached, the Issuer has certain rights of recourse against the Originator. For example, if a Purchased Receivable does not comply with the Eligibility Criteria on the relevant Cut-Off Date, the Originator will be required to repurchase such Purchased Receivable at the Repurchase Price. The ability of the Issuer to make payments on the Notes may be adversely affected if, in case of a breach of such representations and warranties, no corresponding payments are made by the Originator as such obligation of the Originator is unsecured.
