Purchaser’s Review. The Purchaser understands that it is solely responsible for reviewing the Offering Materials and this Purchase Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties and agreements that the Purchaser is making in this Purchase Agreement. The Purchaser understands that Wilson, Sonsini, Xxxxxxxx & Xxxxxx, P.C. acts as counsel only to the Token Issuer and does not represent the Purchaser or any other person by reason of purchasing the DDA.
Purchaser’s Review. The Purchaser understands that it is solely responsible for reviewing the Offering Materials and this Purchase Agreement and, to the extent he, she or it believes necessary, for discussing with counsel the representations, warranties, and agreements that the Purchaser is making in this Purchase Agreement.
Purchaser’s Review. (a) Assuming the accuracy of the representations and warranties of the Company, Elmwood and Seller set forth in Articles V and VI, the Purchaser acknowledges that it has reviewed and has had access to all documents, records and information that it has desired to review, and has had the opportunity to ask questions, and has received sufficient answers, in connection with its decision to enter into this Agreement, and to consummate the transactions contemplated hereby. In connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the Purchaser has not relied upon, and the Purchaser expressly waives and releases the Seller from any liability for any claims relating to or arising from, any representation, warranty, statement, advice, document, projection, or other information of any type provided by the Seller or its Affiliates or any of its representatives, except for (i) those representations and warranties regarding the Company, Elmwood or the Seller expressly set forth in Articles V and VI and (ii) the authenticity of documents referenced in the Disclosure Schedules, which copies of such documents were provided to Purchaser. In deciding to enter into this Agreement, and to consummate the transactions contemplated hereby, the Purchaser has relied solely upon its own knowledge, investigation, judgment and analysis (and that of its attorneys, accountants, consultants and representatives) and not on any disclosure or representation made by, or any duty to disclose on the part of, the Seller, the Company, Elmwood, their Affiliates or any of their representatives, other than (i) the representations and warranties regarding the Company, Elmwood, or the Seller set forth in Articles V and VI and (ii) the authenticity of documents referenced in the Disclosure Schedules, which copies of such documents were provided to Purchaser.
(b) Any and all duties and obligations that any party hereto may have to any other party hereto with respect to or in connection with the Shares, this Agreement or the transactions contemplated hereby are limited to those specifically set forth in this Agreement. Neither the duties nor obligations of any party hereto nor the rights of any party hereto, shall be expanded beyond the terms of this Agreement on the basis of any legal or equitable principle or on any other basis whatsoever. Neither any equitable or legal principle nor any implied obligation of good faith or fair deali...
Purchaser’s Review. Purchaser has conducted a review of the business, assets, books and records of the Corporation and each Subsidiary and has found the results of such review to be satisfactory to Purchaser, in its sole discretion.
Purchaser’s Review. The review by Purchaser of the records of the Corporation shall not relieve Seller of any duty, obligation, ability, warranty or representation set forth in this Agreement. Purchaser shall give prompt notice to Seller of any claim for breach of any representation or warranty of Seller contained in this Agreement or in any Schedule or Exhibit hereto. In such event, either party shall have the right to terminate this Agreement without cost or liability by written notice to the other sent within ten (10) days of the sending of Purchaser's such notice. No such termination, however, shall abrogate the duty of confidentiality placed upon the parties by the terms of this Agreement.
Purchaser’s Review. (a) Purchaser shall have ten (10) business days from the date Purchaser receives the Title Commitment, the Exception Documents, and the Existing Survey to deliver to Seller in writing any objections as Purchaser may have to anything contained or set forth in the Title Commitment or Exception Documents (collectively, the “Unacceptable Exceptions”). Any and all monetary liens affecting the Property automatically shall be deemed Unacceptable Exceptions without any need of Purchaser to object to such monetary liens. Any items to which Purchaser does not object to, or is not deemed to object to, within such period shall be deemed to be permitted exceptions (collectively, the “Permitted Exceptions”).
(b) Seller may, but shall have no obligation to, eliminate, modify or remove the Unacceptable Exceptions, if any; provided, however, that Seller shall agree to remove and eliminate any and all monetary liens affecting the Property. Seller shall, within ten (10) days after receipt of Purchaser’s notice of objections, deliver to Purchaser written notice (which notice may be by email and may be transmitted by Seller's attorney) that either (i) Seller will, at Seller’s expense, cure or remove each of the items to which objection has been made by Purchaser before Closing, or (ii) Seller is unable or unwilling to cure or remove any one or more of said items objected to by Purchaser. If Seller is unable or unwilling to eliminate, modify or remove the Unacceptable Exceptions within the Contingency Period (or if Seller does not timely respond, it shall be deemed to have refused to take further action), Purchaser, as Purchaser’s sole and exclusive remedy, shall have the right to terminate this Agreement by giving written notice of such election before the expiration of the Contingency Period. If Purchaser so terminates this Agreement, the Exxxxxx Money, together with all accrued interest thereon, shall be returned to Purchaser and neither party shall have any further rights, duties or obligations hereunder. If Purchaser does not so terminate this Agreement, then Purchaser shall be deemed to have waived Purchaser’s rights to object to the Unacceptable Exceptions (which will then become Permitted Exceptions). In such event, the Purchase Price shall not be reduced by any amount, and Purchaser shall have no further right to terminate this Agreement under this Section 6.
Purchaser’s Review. Purchaser has reviewed and has had access to all documents, records and information which it has desired to review, and has had the opportunity to ask questions, and has received sufficient answers, in connection with its decision to enter into this Agreement and to consummate the transactions contemplated hereby.
Purchaser’s Review. Purchaser shall have twenty-one (21) days (the “Review Period”) after its receipt of the Title Report to give notice to Seller of its approval of any exceptions listed on the Title Report. Exceptions specifically approved by Purchaser shall be deemed to be Permitted Exceptions (as that term is defined in Section 7.3). All exceptions as to which Purchaser does not give notice of approval within the Review Period shall be deemed to have been rejected by Purchaser. If Seller does not, within twenty-one (21) days after the expiration of the Review Period, give notice to Purchaser that Seller shall prior to Closing remove all exceptions rejected by Purchaser (exceptions evidencing or securing liquidated obligations to pay money which Purchaser is entitled to remove at Closing pursuant to Section 8.3 hereof), then this Agreement shall automatically terminate.
Purchaser’s Review. Forthwith upon acceptance of this offer, the Vendor shall provide to the Purchaser and its consultants and/or advisors access and copies if required of all books, records, files, income and operating statements, engineering reports, environmental assessments and all land and contractual documents of the Vendor relating to the Assets.
Purchaser’s Review. (i) . Purchaser has reviewed and has had access to all documents, records and information that it desired to review, and has had the opportunity to ask questions, and has received sufficient answers, in connection with its decision to enter into this Agreement and to consummate the Transactions. In connection with executing and delivering this Agreement and consummating the Transactions, Purchaser has not relied on, and Purchaser expressly waives and releases the Company and each Shareholder from any Liability for any claims (excluding Fraud) relating to or arising from, any representation, warranty, statement, advice, document, projection, or other information of any type (including the Information Packet and any forward-looking statements) provided by any Shareholder, the Company or their respective Affiliates or any of their representatives, except for those representations and warranties of the Company and the Shareholder expressly set forth in Article 6 and Article 7 or in any Transaction Document, or any certificate delivered pursuant to this Agreement. In deciding to enter into this Agreement and consummate the Transactions, Purchaser has relied solely on its own knowledge, investigation, judgment and analysis (and that of its Agents) and not on any disclosure or representation made by, or any duty to disclose on the part of, any Shareholder, Acquired Company, or any of their respective Agents, other than the express representations and warranties of the Company and the Shareholder set forth in Article 6 and Article 7 or in any Transaction Document or any certificate delivered pursuant to this Agreement.
