No Reliance on Seller. Purchaser represents and warrants that he has made his own independent evaluation of the Company before entering into this Agreement and has not and is not relying on any representations or warranties made by the Seller relating to the Company. In no event shall Purchaser be entitled to assert any claim against Seller, except for any breach by Seller of any of his express representations and warranties contained in this Agreement.
No Reliance on Seller. Buyer represents, warrants and agrees that: (a) except only to the extent specifically set forth in this Agreement, Buyer has not relied upon Seller nor any of the employees, agents or attorneys of Seller (collectively, “Seller’s Agents”), and Seller has not made any oral or written representations, warranties, promises or guaranties whatsoever to Buyer, whether express or implied, of any sort or nature relating to the condition (physical, financial or otherwise) of the Assets, fitness for any specific use, or merchantability of any Assets, the income-producing potential of the Assets, the laws, regulations and rules applicable to the Assets or the compliance (or non-compliance) of the Assets therewith, the quantity, quality or condition of the Assets, or any other matter or thing affecting or relating to the Assets or the transactions contemplated hereby; (b) Buyer has not relied upon any representations, warranties, promises or guarantees or upon any other statements of Seller except only for those specifically set forth herein; and (c) Buyer has not relied on any financial statements or sales projections regarding the Business in connection with Buyer’s decision to purchase the Assets, has completed its examination of the Assets, and based upon such examination, is familiar with the physical condition thereof and has conducted such investigations as Buyer deemed appropriate, and has elected to proceed with the transaction based solely on Seller’s representations and warranties set forth herein and Buyer’s own independent investigation, inspection, analysis, appraisal, examination and evaluation of the facts and circumstances.
No Reliance on Seller. Except for the representations and covenants of Seller that are specifically set forth in this Contract, Purchaser is relying solely upon Purchaser's own inspection, investigation, and analysis in purchasing the Properties, and, except as otherwise specifically set forth in this Contract, Purchaser is not relying in any way upon any representations, statements, agreements, studies, plans, reports, descriptions, guidelines or other information or materials including the materials furnished by Seller or its representatives, whether oral or written, express or implied, of any nature whatsoever regarding any of the foregoing matters, except as provided in this Contract to the contrary.
No Reliance on Seller. (a) Purchaser is a sophisticated purchaser with respect to the Shares and a member of the board of directors of the Company and, as such, has substantial and detailed information concerning the Company, its business, financial condition, results of operations and prospects, and has determined to purchase the Shares based on such information as he deems appropriate. Purchaser has not relied on any information provided by Seller with respect to the transactions contemplated by this Agreement. Purchaser acknowledges and agrees that, except as expressly set forth in Article II, Seller has made no representations or warranties whatsoever.
No Reliance on Seller. Except as expressly stated herein, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information (including, without limitation, the Submission Matters) delivered by Seller to Purchaser in connection with the transaction contemplated hereby. Purchaser acknowledges and agrees that all materials, data and information (including, without limitation, the Submission Matters) delivered by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of Purchaser.
No Reliance on Seller. Except as otherwise expressly provided in this Agreement or the Closing Documents, Buyer hereby acknowledges and agrees that it shall not be entitled to, and does not and will not, rely on Seller or its agents as to (i) the quality, nature, adequacy or physical condition of the Acquired Assets including, but not limited to, appurtenances, access, landscaping, parking facilities or the sewage system at the Acquired Assets, if any; (ii) the quality, nature, adequacy or physical condition of soils or the existence, quality or condition of ground water at the Acquired Assets; (iii) the existence, capacity, quality, nature, adequacy or physical condition of the utilities serving the Acquired Assets; (iv) the development potential of the Acquired Assets for any particular purpose; (v) the zoning or other legal status of the Acquired Assets; (vi) the Acquired Assets or its operation's compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions or restrictions of- governmental or quasi-governmental entity or of any other person or entity; (vii) the quality of any labor or material relating in any way to the Acquired Assets; or (viii) the condition of title to the Acquired Assets or the nature, status and extent of any right, encumbrance, license, reservations, covenant, condition, restriction or any other matter affecting title to the Acquired Assets.
No Reliance on Seller. In entering into this Agreement and in purchasing the Loan and Loan Documents, Buyer has not relied upon any oral or written information from Seller, or any of its employees, affiliates, agents or representatives, other than the representations and warranties of Seller expressly set forth in Section 3 of this Agreement. Buyer further acknowledges that no officer, employee or representative of Seller has been authorized to make, and that Buyer has not relied upon, any statements or representations other than those specifically contained in Section 3 of this Agreement. Without limiting the generality of the foregoing, no appraisal, tax status report, environmental audit reports or any document prepared by Borrower and provided by Seller to Buyer shall be deemed a representation or warranty by Seller as to any of the information contained therein.
No Reliance on Seller. Notwithstanding any provision to the contrary contained herein, Purchaser is entering into this Contract on the basis of Purchaser’s own independent evaluation and investigation, and Purchaser does not rely on any statement or representation by Seller or any of Seller’s representatives except for the express Seller representations and warranties contained in this Contract. Notwithstanding anything to the contrary and except for the express Seller representations and warranties contained in this Contract, Seller is not making, and specifically disclaims, any representations, warranties or covenants of any kind or character, express or implied, with respect to the operational, environmental or physical condition of the Property, including, but not limited to, representations, warranties or covenants as to: (a) matters of title, zoning, permitted uses, tax consequences, physical or environmental conditions, availability of access, ingress or egress, operating projections, valuations, governmental approvals, governmental regulations, historical designations, or any other matter or thing relating to or affecting the operational, environmental or physical condition of the Property; (b) the value, condition, merchantability, marketability, profitability, suitability or fitness for a particular use or purpose of the Property; (c) the Property’s compliance or non-compliance with laws including, without limitation, environmental laws (meaning all past, present or future federal, state or local laws, statutes, ordinances or regulations applicable to the Property related to the protection of health, safety or the environment) or the presence or absence of hazardous or toxic materials, wastes or substances on, at or under the Property or migrating to or from the Property; or (d) the manner, quality, state of repair or lack of repair of the Property.
No Reliance on Seller. In evaluating the merits and risks of an investment in the EPE Shares and the LLC Interests, Publico has relied and will have relied upon the advice of its own legal counsel, tax advisors, and/or investment advisors. Publico has reviewed the legal, accounting, tax and other economic aspects of the acquisition of the EPE Shares and the LLC Interests with its own advisors and is not relying on Seller for any legal, tax, accounting or other advice involved in the acquisition of the EPE Shares or the LLC Interests.
No Reliance on Seller. Buyer is not relying upon the continued actions or efforts of Seller in connection with its decision to purchase the Loan and to purchase and assume the Assigned Rights and Obligations, and Buyer agrees that the representations made herein and other valid reasons and the purchase of the Loan, the Assigned Rights and Obligations does not constitute the purchase of securities within the meaning of federal or state securities laws.
