Purchaser Acknowledgment. As of the expiration of the Inspection Period, Purchaser acknowledges for Purchaser and Purchaser’s successors, heirs and assignees, (i) that Purchaser has been given full opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, either independently or through agents and experts of Purchaser’s choosing, (ii) that Purchaser is acquiring the Property based solely upon Purchaser’s own investigation and inspection thereof and Seller’s representations and warranties set forth in Section 6.1, and (iii) that the provisions of this Section 6.3(a) shall survive Closing and shall not be merged therein. SELLER AND PURCHASER AGREE THAT UPON CLOSING THE PROPERTY SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THE PROPERTY ON THE CLOSING DATE “AS IS, WHERE IS, WITH ALL FAULTS” WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 6.1, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER, SELLER’S AGENTS OR BROKERS, AS TO ANY MATTER CONCERNING THE PROPERTY (EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH IN SECTION 6.1), INCLUDING WITHOUT LIMITATION: (l) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOIL AND GEOLOGY INCLUDING HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED), LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (4) THE FITNESS OF ANY PERSONAL PROPERTY; OR (5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES, INCLUDING, WITHOUT LIMITATION THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT, 42 USCA § 12101 et. seq. SUBJ...
Purchaser Acknowledgment. Purchaser acknowledges that Seller may finance the System and that Seller’s obligations may be secured by, among other collateral, a pledge or collateral assignment of this Agreement and a security interest in the System. In order to facilitate such financing, and with respect to any financing of which Xxxxxx has notified Purchaser in writing (each, a “Financing Party”), Purchaser agrees as follows:
Purchaser Acknowledgment. (a) PURCHASER ACKNOWLEDGES THAT THE SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SELLERS, THEIR RESPECTIVE ASSETS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY) OR THE BUSINESS OTHER THAN AS EXPRESSLY SET FORTH IN ARTICLE 2 HEREOF AND THAT THE SELLERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Purchaser acknowledges and agrees that (i) it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Business, and (ii) it has been furnished with or given adequate access to such information about the Business as it has requested.
Purchaser Acknowledgment. The Purchaser acknowledges that nothing herein shall be interpreted to be a guaranty by the Seller of the creditworthiness or solvency of the Counterparty or its affiliates nor a guaranty of the sufficiency or amount of the Royalties.
Purchaser Acknowledgment. Each Purchaser acknowledges and agrees that such Purchaser’s Subscription Amount shall be held in a non-interest bearing Escrow Account until such time as the Company conducts a Closing. In the event that the Company does not conduct a Closing (whether because the Minimum Offering Amount was not raised or otherwise), each Purchaser acknowledges that such Purchaser will not receive any Units and will instead have returned its Subscription Amount without interest or deduction.
Purchaser Acknowledgment. Each Purchaser acknowledges that he has had the opportunity to consult legal counsel concerning this Agreement, that the Purchaser has read and understands this Amendment, that the Purchaser is fully aware of its legal effect, and that the Purchaser has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Amendment.
Purchaser Acknowledgment. Except as expressly set forth in Section 7.1(a) or any document delivered pursuant to this Agreement, Purchaser acknowledges that no warranties, guarantees or representations have been or are being made by Seller or any agent or representative of Seller concerning the Property. Purchaser accepts the Property, “AS IS, WITH ALL FAULTS” without any representations or warranties by Seller, expressed or implied, except as set forth in Section 7.1(a) and any document delivered pursuant to this Agreement. As part of Purchaser’s agreement to purchase the Property “AS-IS, WITH ALL FAULTS”, and not as a limitation on such agreement, Purchaser hereby unconditionally and irrevocably waives and releases any and all actual or potential rights Purchaser might have regarding any form of warranty, express or implied, of any kind or type (including, without limitation, environmental matters and condition of the Building), relating to the Property, except for Seller’s representations and warranties set forth in in Section 7.1(a) and any document delivered pursuant to this Agreement. ARTICLE 8
Purchaser Acknowledgment. PURCHASER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING SELLER, ITS ASSETS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY) OR THE BUSINESS OTHER THAN AS EXPRESSLY SET FORTH IN ARTICLE II HEREOF AND THAT SELLER EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Purchaser Acknowledgment. Purchaser hereby acknowledges that it will be named as a statutory underwriter in the Registration Statement as required by the Commission.
Purchaser Acknowledgment. Each Purchaser acknowledges and agrees that any Series B Preferred Stock it may acquire pursuant to this Agreement may in the future, in accordance with the Certificate of Designations, constitute “Affected Shares” as such term is defined in the Certificate of Designations in the circumstances described in the Certificate of Designations.
