Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants, except as expressly set forth in Section 11.1.
Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of real estate, and it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential, except as expressly set forth in Section 11.1. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants, except as expressly set forth in Section 11.1.
Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership and management of real estate and, except for the representations and warranties of Seller set forth in this Agreement or in the documents to be delivered by Seller at Closing (collectively, the “Closing Documents”), it has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its condition, value and potential. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants, except for the warranties and representations set forth in Section 11.1 or in the Closing Documents.
Purchaser Reliance. Purchaser is experienced in and knowledgeable about the ownership, management, leasing and purchase of commercial real estate and hotel properties, and has relied and will rely exclusively on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Property, its tax or legal status, condition, value and potential, except solely for the representations and warranties in this Agreement and in the other documents delivered in connection with the Closing hereunder. Purchaser agrees that, notwithstanding the fact that it has received certain information from Seller or its agents or consultants or brokers, Purchaser has relied solely upon and will continue to rely solely upon its own analysis and will not rely on any information provided by Seller or its agents or consultants or brokers, except solely for the representations and warranties in this Agreement and in the other documents delivered in connection with the Closing hereunder. Subject to the provisions of this Section 6.3, Purchaser hereby agrees to indemnify, defend and hold harmless Seller and Seller’s Affiliates and the members, directors and officers of each of them, and their respective heirs, successors, personal representatives and assigns (each, a “Seller Party” and collectively, the “Seller Parties”) with respect to any and all suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs, including, without limitation, attorneys’ and experts’ fees (but only to the extent reasonable) and costs of investigation and remediation costs (collectively, “Seller Claims”), whether direct or indirect, known or unknown, foreseen or unforeseen, that may exist or hereafter arise on account of or in any way be connected with a breach of any of Purchaser’s representations and warranties contained in this Agreement. The representations and warranties of Purchaser as set forth in or made pursuant to this Agreement shall survive the Closing Date for a period of two hundred seventy (270) days and shall not be deemed merged into any instrument of conveyance delivered at the Closing, and no action or proceeding thereon shall be valid or enforceable, at law or in equity, if a legal proceeding is not commenced within that time. Purchaser shall have no liability for consequential, indirect, exemplary or punitive damages resulting from any breach...
Purchaser Reliance. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.
Purchaser Reliance. The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller Warranties and the Purchaser acknowledges that it has not entered into this Agreement in reliance upon any other warranties, representations, covenants, undertakings, indemnities or other statements of any kind whatsoever other than those expressly set out in this Agreement.
Purchaser Reliance. The rights of Purchaser to indemnification or any other remedy under this Contract shall not be impacted or limited by any knowledge that Purchaser may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by Purchaser. Seller hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Purchaser, and regardless of the results of any such investigation, Purchaser has entered into this transaction in express reliance upon the representations, warranties and covenants of the Seller made in this Contract (including any exhibit or schedule attached hereto or certificate delivered pursuant hereto) or any other documents delivered at Closing as contemplated by Article IV hereof.
Purchaser Reliance. Each Seller hereby authorizes Purchaser and its Affiliates to rely upon the agency created under Section 11.1(a) and releases Purchaser and its Affiliates from any and all liability to such Seller of whatever nature arising out of or relating to such agency, to the same extent as though any act committed or omitted by the Seller pursuant to such agency had been committed or omitted by such Seller.
Purchaser Reliance. By execution hereof, Seller Representative agrees to accept payment of the Purchase Price and any other cash consideration hereunder, from time to time, on behalf of the Company Holders and to promptly disburse to the Equity Sellers and the Asset Sellers their respective Distributive Share thereof, net of (i) any applicable fees and expenses, including applicable fees of expenses of the Seller Representative arising out of or in connection with the acceptance or administration of the Seller Representative’s duties hereunder (and such reserves for contingencies as Seller Representative may deem necessary or appropriate) and (ii) adjustments to take account of the portion of the Net Working Capital attributable to the Target Companies (to be charged or credited to the Equity Sellers) and the Asset Sellers (to be charged or credited to the Company Holders in the Asset Sellers) as reasonably determined by the Seller Representative. The Purchaser shall be entitled to rely on the full power and authority of Seller Representative to act hereunder and under any Exhibit or Schedule hereto on behalf of the Company Holders, and shall not be liable in any way whatsoever for any action the Purchaser takes or omits to take in reliance upon such power and authority. The Company Holders shall look solely to the Seller Representative for payment of their Distributive Share of the cash consideration paid to Seller Representative by the Purchaser, less payments made or costs incurred by the Seller Representative on their behalf, and they shall have no recourse against Purchaser or any of its Affiliates or agents for payment thereof; provided, however, that this sentence shall in no way limit the Company Holders’ or the Seller Representative’s power to enforce any of the Company Holders’ rights hereunder.
Purchaser Reliance. The Purchasers acknowledge that they and their representatives have been permitted reasonable access to the books and records, facilities, equipment, Tax Returns, Contracts, insurance policies (or summaries thereof) and other properties and assets of the Sellers that they and their representatives have requested to see or review, and that they and their representatives have had a reasonable opportunity to meet with the officers and employees of the Sellers to discuss the Brand Assets. The Purchasers acknowledge that, upon the Closing, Ascendia and Lander shall acquire the Brand Assets 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 or expressly agreed to in this Agreement; provided, however, that nothing in this Section 5.20 is intended to limit or modify the representations and warranties contained in Article IV and the Purchasers’ right to rely thereon. The Purchasers acknowledge that, except for the representations and warranties contained in Article IV and the Schedules referred to therein, neither the Sellers nor any other Person has made, and the Purchasers have not relied on, any other express or implied representation or warranty by or on behalf of the Sellers and that neither the Seller nor any other Person, directly or indirectly, has made, and the Purchasers have not relied on, any representation or warranty regarding the pro forma financial information, financial projections, budgets, projections, estimates, and/or other forward-looking statements of the Sellers, and the Purchasers will make no claim with respect thereto.
