Purchaser Acknowledgments. The Purchaser acknowledges and agrees that
(a) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement (including a representation or warranty about the financial or other prospects of the Assets) other than the Vendor’s Warranties, and that no such representation or warranty has been made on behalf of the Vendor;
(b) certain employees, agents and advisers of the Purchaser have been involved in the negotiations and discussions leading to the execution of this Agreement and, subject to clause 11.8:
(i) any matter fairly disclosed in writing to any of those persons; and
(ii) any request or approval by any of those persons, will be deemed to be, for the purposes of this clause 11, disclosed or known to, or requested or approved by, the Purchaser;
(c) in entering into this Agreement and proceeding to Completion, the Purchaser relies solely on its own judgement, investigations and professional advice received and does not rely on any statement, representation or warranty, other than the Vendor’s Warranties;
(d) the Vendor’s Warranties are qualified as set down in clause 1.3;
(e) to the fullest extent permitted by Law:
(i) the Purchaser’s right to payment under clause 11.3 is the Purchaser’s sole and exclusive remedy in respect of a Warranty Claim and the Purchaser is not entitled to any other or separate cause of action for damages or other relief arising from any alleged misrepresentation, breach of warranty or otherwise;
(ii) all terms, conditions, undertakings, inducements, warranties or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement or the Disclosure Letter and which relate to or are connected with this Agreement or a matter the subject of a Vendor’s Warranty, are excluded; and
(iii) the Purchaser must not make, and waives any right it may otherwise have to make, any Warranty Claim against the Vendor under any applicable Law, other than as set out in clause 11.3;
(f) any monetary compensation received by the Purchaser as a result of a breach of a Vendor’s Warranty is deemed to be in reduction and partial refund of the Purchase Price;
(g) the Vendor has not made any representation or warranty (express or implied) in connection with this Agreement that it has legal title to, or any enforceable right to harvest, any trees that are planted outside the legal boundaries of the relevant Freehold Land or Non Freehold Land.
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 hereby acknowledges and agrees as follows:
a. None of Purchaser's representations, warranties or covenants limit, expand or otherwise modify the representations and warranties of Company in Section 3 of this Agreement.
b. Other than the right to use an Atari Token as a means to enable usage of and interaction with and within Company's platform, applications and website, the Atari Tokens underlying this Right will not grant Purchaser any:
i. ownership rights in Company;
ii. return on investment from a future issuance of Atari Tokens;
iii. profit or passive income from holding Atari Tokens; or
iv. any other express or implied rights, including any intellectual property rights, income, profit, dividend, capital equity, royalties, or any economic, governance, decision-making or voting rights related to Company or any other entity in a corporate capacity.
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. Purchaser hereby acknowledges and agrees as follows:
a. None of Purchaser's representations, warranties or covenants limit, expand or otherwise modify the representations and warranties of Company in Section 3 of this Agreement.
b. Other than the right to use an TLB as a means to enable usage of and interaction with and within Company's platform, applications and website, the TLB underlying this Right will not grant Purchaser any:
i. ownership rights in Company; ii. return on investment from a future issuance of TLB; iii. profit or passive income from holding TLB; or
Purchaser Acknowledgments. Purchaser acknowledges and agrees that (a) to the extent required to be operative, the disclaimers of warranties contained in Section 7.9 and Section 7.10 above are “conspicuous” disclaimers for purposes of all applicable laws and other legal requirements, and (b) the disclaimers by Seller and the waivers and releases by Purchaser set forth in Section 7.9 and Section 7.10 above are an integral part of this Agreement, that the Purchase Price has been adjusted to reflect the same and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price without the disclaimers by Seller and the waivers and releases by Purchaser set forth in Section 7.9 and Section 7.10 above.
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:
1.1.1 the Development Act 1993 (SA);
1.1.2 the Environment Protection Act 1993 (SA);
1.1.3 the Work Health and Safety Act 2012 (SA) and the regulations made thereunder including, without limitation, the Work Health and Safety Regulations 2012 (SA) as they relate to the Land; and
1.1.4 any schemes, regulations, rules, orders, development orders or interim development orders whatsoever which may be imposed under or by virtue of the statutes referred to in Special Conditions 1.1.1 to
Purchaser Acknowledgments. The Purchaser hereby acknowledges and agrees (which acknowledgement and agreement shall survive the Closing) on its own behalf that:
(a) the Purchaser's ability to transfer the Unit may be limited, among other things, by applicable securities laws. The Purchaser hereby further agrees that it will comply with all relevant securities laws concerning any resale of the Unit, or the Note, the Guaranty and Warrants comprising the Unit, and will consult with its own legal advisers with respect to complying with all applicable restrictions and requirements applying to any such resale.
(b) the Purchaser is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated under this Agreement; and
(c) the Purchaser irrevocably authorizes the Corporation and TBU to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
Purchaser Acknowledgments. The Purchaser acknowledges:
(a) that this Agreement shall remain in full force and effect notwithstanding that the building plans and specifications (including without limitation, features, design, materials, layout, location, size and number of windows and doors and Common facilities) may be varied by the Seller, as deemed desirable and reasonable in the sole opinion of the Seller, or as may be required by any authorities having jurisdiction in respect thereof between the date of this Agreement and the Completion Date, and that in any such event the Purchaser shall have absolutely no claim or cause of action against the Seller;
(b) that the Purchaser is aware that the square footage area of the Strata Lot is approximate and that as built dimensions, lot lines and location of the Strata Lot may differ from those shown on Exhibit A of the Disclosure Statement;
(c) that the Purchaser agrees that should certain materials not be available to the Seller for installation in time for the Seller’s scheduled installation date, the Seller reserves the right to select substitute materials of equal or better grade, at the Seller’s discretion, without notice to the Purchaser;
