Purchaser’s Acknowledgment. 9.1 The purchaser acknowledges that he is aware of and fully acquainted with the matters hereinafter set forth, namely that:
Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement, Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act and any rules and regulations promulgated thereunder or in connection therewith, (e) the habitability, merchantability or fitness for a particular purpose of the Property, or (f) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of mold, radon, asbestos, or any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state environmental laws, and regulations, including but not limited to the Industrial Site Recovery Act and the Spill Act (herein collectively the “Environmental Laws”). Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, having been given the opportunity to inspect the Property, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by Seller. Purchaser further acknowledges and agrees that, except as expressly provided in this Agreement, and as a material inducement to the execution and delivery of this Agreement by Seller, the sale of the Property as provided for herein is made on an “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS.” Purchaser acknowledges, represents and warrants that Purchaser is not in a significantly disparate bargaining position with respect to Seller in connection with the transaction contemplated by ...
Purchaser’s Acknowledgment. The Purchaser acknowledges that acceptance of this Agreement of Purchase and Sale by the Manager of Real Estate Services, City Solicitor or her Appointee does not constitute a binding agreement with The Corporation of the City of Windsor until it is approved by the Chief Administrative Officer or his Appointee, or by City Council, as required.
Purchaser’s Acknowledgment. (a) The Buyer must make its own enquiries about the impact of the protective covenants imposed by the Seller as they affect the Property and shall be taken to have satisfied itself about the protective covenants prior to the Contract Date.
Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that none of the Sellers, the Company, their respective Affiliates nor their Representatives has made any representations or warranties regarding the Sellers, the Company, or the Company’s business operations, the assets or operations of the Company’s business, the Interests, or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, and the Purchaser agrees it has relied solely on its own examination and investigation and the representations and warranties of the Sellers and the Company set forth in Section 2 and Section 3, respectively (including the Disclosure Schedules). Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Company or the Company’s business, or the Interests, is or shall be deemed to be a representation or warranty by the Company or the Sellers to the Purchaser, under this Agreement, or otherwise, and that the Purchaser has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated hereby. The Purchaser acknowledges that, except for the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, no Person has been authorized by the Sellers or the Company to make any representation or warranty regarding the Sellers, the Company, the Company’s business, the assets or operations of the Company, the Interests or the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Sellers or the Company.
Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except as expressly provided in this Agreement or any other Seller Closing Document, the form of which is annexed hereto or is otherwise approved by Purchaser, including Article VI hereof, Seller has not made, does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Property, including, without limitation, the water, soil and geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules, ordinances, designations or regulations of any applicable governmental authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, and any rules and regulations promulgated under or in connection with any of the foregoing, (e) the habitability, merchantability or fitness for a particular purpose of the Property, (f) the current or future real estate tax liability, assessment or valuation of the Property, (g) the availability or non- availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities or (h) any other matter with respect to the Property, and specifically that Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Property, except as specifically provided in this Agreement or any other Seller Closing Document including Article VI hereof, Purchaser is relying solely on its own investigation of the Property and not on any information provided or to be provided by, or on behalf of, Seller and that Purchaser has completed its due diligence review of the Property. Pu...
Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that, except for the representations and warranties expressly set out in this Agreement, no Seller has made, and each Seller does not make and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the nature, quality or condition of the Assets, including, without limitation, the water, soil and geology, (b) the income to be derived from the Assets, (c) the suitability of the Assets for any and all activities and uses which Purchaser may conduct thereon, (d) the compliance of or by the Assets or its operation with any laws, rules, ordinances, designations or regulations of any applicable Governmental Authority or body, including, without limitation, the Americans with Disabilities Act, any applicable federal, state or local landmark designations, and any rules and regulations promulgated under or in connection with any of the foregoing, (e) the habitability, merchantability or fitness for a particular purpose of the Assets, (f) the current or future real estate tax liability, assessment or valuation of the Assets, (g) the availability or non-availability or withdrawal or revocation of any benefits or incentives conferred by any federal, state or municipal authorities, (h) any other matter with respect to the Assets, and specifically that each Seller has not made, does not make and specifically disclaims any representations regarding solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261, or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and applicable state laws, and regulations promulgated thereunder or (i) the assignability of Sellers’ ground leasehold interests under the Ground Leases. Purchaser further acknowledges and agrees that having been given the opportunity to inspect the Assets, Purchaser is relying solely on its own investigation of the Assets and not on any information provided or to be provided by, or on behalf of, any Seller. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Assets was obtained from a variety of sources and that each Seller, except as otherwise expressly...
Purchaser’s Acknowledgment. The Purchasers acknowledge that they and their advisors have been given access to a data room organized by CGG and have reviewed to their reasonable satisfaction the documents and information listed on Schedule 4.2 (the "Data Room Documentation" (copies of which are attached to such Schedule except to the extent appearing at other Schedules)), and in entering into this Agreement, have taken into account their own review and analysis of the Data Room Documentation (it being understood that in relation to any matter covered by a representation or warranty of CGG expressly set forth in this Agreement, the Purchasers shall be entitled to rely solely upon such representation or warranty).
Purchaser’s Acknowledgment. By executing this Disclosure, Buyer(s) acknowledges that it (i) has read the Lead Warning Statement set forth above and understands its contents; (ii) has reviewed the lead hazard information pamphlet, “Protect Your Family From Lead in Your Home” posted on the website of the United States Department of Housing and Urban Development (currently located at xxxx://xxxxxx.xxx.xxx/hudportal/documents/huddoc?id=DOC_12337.pdf); and (iii) has waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead- based paint hazards. BUYER(S) AGREES HE/SHE/IT IS PURCHASING THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS AND LIMITATIONS” AND WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE CONDITION OF THE PROPERTY. BUYER(S) FURTHER AGREES THAT NO SELLER PARTY HAS ANY RESPONSIBILITY OR LIABILITY FOR, AND BUYER(S) HEREBY UNCONDITIONALLY RELEASES ALL SELLER PARTIES FROM, ANY AND ALL LIABILITY, BOTH KNOWN AND UNKNOWN, PRESENT AND FUTURE, THAT IS BASED UPON, OR RELATED TO, THE EXISTENCE OF LEAD OR LEAD-BASED PAINT ON OR ABOUT THE PROPERTY. By executing below, Xxxxxx and Xxxxx(s) each acknowledge and agree that they have reviewed the information above and each certifies, to the best of their respective knowledge, that the information provided is true and correct. [Remainder of Page Intentionally Left Blank; Signatures Appear on Next Page] SELLER: PRINTED NAME By: SIGNATURE TITLE: Dated: BUYER(S): PRINTED NAME By: SIGNATURE TITLE: Dated: BUYER(S): PRINTED NAME By: SIGNATURE TITLE: Dated: SAMPLE “SUBJECT TO CONFIRMATION” This Addendum to Purchase Agreement and Joint Escrow Instructions (this “Addendum”), is entered into by and between Seller and Buyer(s), who are parties to that certain Purchase Agreement and Joint Escrow Instructions dated (the “Agreement”). This is a reserve auction and the Property has a reserve price (“Reserve Price”), meaning Seller can accept or reject any bid and has also established an unpublished, minimum selling price. The starting bid is not the Reserve Price. To become the winning bidder for the Property, a bidder must meet or exceed the Reserve Price, have the highest bid, and such highest bid must be accepted by Seller. Buyer(s) and Seller agree that Seller may reject any bid and/or terminate this Agreement and the Escrow in Seller’s sole and absolute discretion, if Seller does not approve the sale where it is noted that the sale is “Subject to Confirmation.” Seller’s right to reject a bid...
Purchaser’s Acknowledgment. 7.1 The Purchaser acknowledges that he is aware of and fully acquainted with the following:-
