Purchaser Acknowledgments. Purchaser hereby acknowledges and agrees as follows:
Purchaser Acknowledgments. Each Purchaser, severally and not jointly, understands, acknowledges and hereby covenants and agrees with the Company as follows:
Purchaser Acknowledgments. Purchaser specifically acknowledges that, except for Sellers’ representations in Article V, and subject to Sellers’ obligations as contained in this Agreement, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Sellers, Matrix, or any director, officer, employee, representative, broker or other agent of either of them, as to any matters concerning the Locations, the Assets and/or the Business conducted therewith, including: (a) the condition or safety of the Owned Real Properties and Leased Real Properties or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and geology, lot size, or suitability of the Owned Real Properties and Leased Real Properties or its improvements for a particular purpose; (b) whether the appliances, if any, plumbing or utilities are in working order; (c) the habitability or suitability for occupancy of any structure and the quality of its construction; (d) the fitness or condition of any personal property; (e) whether the fixtures or improvements, including the Fuel Equipment, are structurally sound, in good condition, or in compliance with applicable Laws; (f) the profits or losses relating to operations at the Locations; (g) the legal or tax consequences of this Agreement or the transactions contemplated hereby; (h) the environmental condition of the Owned Real Properties and Leased Real Properties, including but not limited to the possible presence of petroleum products and/or Hazardous Substances in, under or near the Owned Real Properties and Leased Real Properties; and (i) the completeness or accuracy of any information provided to Purchaser by Sellers or their agents. Purchaser understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Sellers’ willingness to enter into this Agreement.
Purchaser Acknowledgments. Purchaser specifically acknowledges that, except for Sellers’ representations and warranties in this Agreement and the Designated Seller Documents, and subject to Sellers’ obligations as contained in this Agreement and the Designated Seller Documents, Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Sellers, Matrix, or any director, officer, employee, representative, broker or other agent of any of them, as to any matters concerning the Locations, the Assets and/or the Business conducted therewith, including: (a) the condition or safety of the Owned Real Properties and Leased Real Properties or any improvements thereon, including plumbing, sewer, heating and electrical systems, roofing, air conditioning, if any, foundations, soils and geology, lot size, or suitability of the Owned Real Properties and Leased Real Properties or their improvements for a particular purpose; (b) whether the appliances, if any, plumbing or utilities are in working order; (c) the habitability or suitability for occupancy of any structure and the quality of its construction; (d) the fitness or condition of any personal property; (e) whether the fixtures or improvements, including the Fuel Equipment, are structurally sound, in good condition, or in compliance with applicable Laws; (f) the profits or losses relating to operations at the Locations; (g) the legal or tax consequences of this Agreement or the transactions contemplated hereby; (h) the environmental condition of the Owned Real Properties and Leased Real Properties, including but not limited to the possible presence of petroleum products and/or Hazardous Substances in, under or near the Owned Real Properties and Leased Real Properties; and (i) the completeness or accuracy of any information provided to Purchaser by Sellers or their agents. Purchaser understands the legal significance of the foregoing provisions and acknowledges that they are a material inducement to Sellers’ willingness to enter into this Agreement.
Purchaser Acknowledgments. Notwithstanding anything to the contrary contained herein, neither Seller nor any of their respective Affiliates makes any representation or warranty with respect to, and nothing contained in this Agreement, the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby is intended or shall be construed to be a representation or warranty (express or implied) of either Seller or any of their respective Affiliates, for any purpose of this Agreement, the Transaction Documents or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby or thereby, with respect to: (i) the adequacy or sufficiency of any of the Insurance Reserves with respect to the CMG Business, (ii) other than as set forth in Section 5.16, whether or not such Insurance Reserves were determined in accordance with any actuarial, statutory or other standard, (iii) the future profitability of the CMG Business or (iv) the effect of the adequacy or sufficiency of such Insurance Reserves on any “line item” or asset, liability or equity amount. Furthermore, each of the Purchaser Parties acknowledges and agrees that no fact, condition, development or issue relating to the adequacy or sufficiency of the Insurance Reserves may be used, directly or indirectly, to demonstrate or support the breach of any representation, warranty, covenant or agreement contained in this Agreement, the Transaction Document or any other agreement, document or instrument to be delivered in connection with the transactions contemplated hereby and thereby.
Purchaser Acknowledgments. A. Purchaser understands and acknowledges that: (i) no federal or state agency had made any finding or determination as to the fairness of this offering for investment, nor any recommendation or endorsement of the Purchased Shares; (ii) the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or, any applicable state securities laws, are being offered and sold to the Purchaser pursuant to an exemption from such registration laws, and the Purchased Shares cannot be sold by the Purchaser unless subsequently registered under the Securities Act and such state laws or, in the opinion of counsel for the Company, an exemption for such registration is available; (iii) except as set forth in the Registration Rights Agreement described in Section VII(B)(viii) below, such registration under the Securities Act and such state laws is unlikely at any time in the future; and (iv) except pursuant to the Registration Rights Agreement described in Section VII(B)(viii) below, the Company is not obligated to file a registration statement under the Securities Act.
Purchaser Acknowledgments. The purchaser acknowledges that they are purchasing the property:
Purchaser Acknowledgments. 1.1 The Purchaser is deemed to buy and expressly acknowledges that it does buy the Land subject to any restrictions imposed by any provisions of:
Purchaser Acknowledgments. Purchaser has conducted its own independent investigation, review and analysis of the business, assets, liabilities, financial condition, results of operations and prospects of Company and the Subsidiaries. Purchaser acknowledges that it and its representatives have been permitted full and complete access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of Company and the Subsidiaries that it and its representatives have desired or requested to see or review, and that it and its representatives have had a full opportunity to meet with the officers and employees of Company and the Subsidiaries to discuss the business of Company and the Subsidiaries. In entering into this Agreement, Purchaser acknowledges that it has relied solely on such independent investigation and not on any factual representations of Seller and its representatives (other than those expressly set forth in the Agreement). Purchaser further (a) acknowledges that, should the Closing occur, Purchaser shall acquire the assets of Company and the Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose, in an "as is" condition and on a "where is" basis, except as otherwise expressly represented or warranted in this Agreement and (b) agrees, to the fullest extent permitted by Applicable Law, that none of Seller, Company, the Subsidiaries or any of their representatives shall have any liability on any basis based on information regarding Company or the Subsidiaries furnished or made available to Purchaser and its representatives, including any information, documents or material made available to Purchaser in any "data rooms," management presentations or in any other form in connection with the Acquisition or the other transactions contemplated by this Agreement, except that the foregoing limitations shall not apply (i) in the event of fraud or willful misrepresentation or (ii) to Seller insofar as Seller has made the express representations and warranties in this Agreement, but always subject to the limitations set forth in Article 8.
Purchaser Acknowledgments. The Purchaser expressly acknowledges that, except for Sellers’ representations in Article IV, and subject to Sellers’ obligations as contained in this Agreement, the Purchaser is not relying on any representations or warranties of any kind whatsoever, express or implied, from Sellers, or any director, officer, employee, representative, broker or other agents of either of them, as to any matters concerning the Locations, the Assets, and the Business.
