Purchaser's Waiver Sample Clauses

The Purchaser’s Waiver clause allows the buyer to voluntarily relinquish certain rights or claims they may have under the contract. In practice, this could mean the purchaser agrees not to enforce specific contractual provisions or overlooks minor breaches by the seller. This clause is used to provide flexibility in the transaction and can help prevent disputes over technicalities, ensuring smoother contract performance and reducing the risk of litigation over minor issues.
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Purchaser's Waiver. Purchaser may waive compliance by Seller in respect of any of Seller's representations, warranties and agreements and any contingencies set forth in this Agreement.
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Purchaser's Waiver of conditions precedent. The conditions precedent set forth in section "5.5" hereinabove are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing and in whole or in part at any after the Effective Date, however, unless specifically indicated as otherwise, not later than one calendar day prior to the Subject Removal Date.
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Purchaser's Waiver. Except for the failure to comply with the covenants set forth in this Agreement or for any inaccuracy in the representations and warranties set forth in this Agreement, Purchaser, on behalf of itself and its officers, directors, stockholders, partners, members, employees, agents, affiliates, representatives, successors and assigns, hereby: (a) fully and irrevocably waives any and all claims, rights, causes of action, suits, obligations, debts, demands, arrangements, promises, liabilities, controversies, costs, expenses, fees or damages of any kind (including without limitation through recission or other relief), whether known or unknown, accrued or not accrued, foreseen or unforeseen or matured or not matured (collectively, “Claims”) any such persons would or could have, or may hereafter have, against any Seller, each of their current and future affiliates (including, without limitation, all persons who control any Seller within the meaning of the Securities Act), and any of their respective officers, directors, stockholders, partners, members, managers, employees, agents, advisors, representatives, successors and assigns (Sellers and all the foregoing persons, collectively, the “Sellers’ Released Persons”) arising out of, based upon or relating to (including, without limitation, any liability under U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise) the possession or non-disclosure by Sellers to Purchaser of any information (including, without limitation, Confidential Information) in the possession of Sellers regarding the Company or the Notes; (b) fully and forever releases, discharges and dismisses any and all Claims any such persons ever had, now has, can have, or shall or may hereafter have, whether directly, derivatively, representatively or in any other capacity, against any Seller or any of the other Sellers’ Released Persons that are based upon, arise from or in any way relate to, directly or indirectly (including, without limitation, any and all claims alleging violations of U.S., federal or state securities laws, common law fraud or deceit, breach of fiduciary duty, negligence or otherwise), the possession or non-disclosure by Sellers to Purchaser of any information (including, without limitation, Confidential Information) in the possession of Sellers regarding the Company or the Notes; and (c) agrees not to assist, solicit or encourage, directly or indirectly, any other person t...
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Purchaser's Waiver. Notwithstanding anything to the contrary in this Agreement, neither Seller shall be liable to Purchaser Indemnitees for any exemplary, punitive, special, indirect, consequential, remote or speculative damages, except to the extent any such damages are included in any third-party action against a Purchaser Indemnitee for which such Purchaser Indemnitee is entitled to indemnification under this Agreement.
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Purchaser's Waiver. Notwithstanding any provision in Article 3 to the contrary, in the event Seller delivers a notice terminating this Agreement pursuant to Section 3.11, Purchaser shall have until 5:00 p.m. on the first Business Day after receipt of said notice to forever waive, by written notice delivered to Seller on or before said date and time, Defects which constitute the grounds stated for termination in said termination notice, and if Purchaser so waives said Defects and matters, the notice of termination delivered by Seller shall be considered withdrawn. If Closing occurs after such withdrawal, Purchaser shall be deemed to have forever waived and/or assumed any and all Claims, known and unknown, arising from or related to any and all Defects or title to or defect or other condition of the Assets in whole or in part, including, without limitation, whether or not identified in a Notice of Defects, and notwithstanding the fact that Seller may not have cured any such Defect(s) to Purchaser's satisfaction, and Seller shall have no obligation with respect thereto.
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Purchaser's Waiver. OF THE RESET AND ANTI-DILUTION RIGHTS OF THE ---------------------------------------------------------------------- NOTES, PURCHASER WARRANTS AND SUBSCRIPTION AGREEMENT. --------------------------------------------------------- Assuming the Final Payment (as defined in the Prior Waivers) is paid in full on or prior to October 18, 2006, the Purchasers agree to: a) Waive the Favored Nations Provision, Section 12(c) of the Subscription Agreement; Section 3.4
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Related to Purchaser's Waiver

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Purchaser’s Representations Purchaser hereby represents and warrants to Seller that: 11.1 Purchaser is duly organized, validly existing and in good standing under the laws of the state of its formation, or otherwise will be qualified to conduct business in the state in which the Property is located, and has all right and power to acquire, own and operate the Property. 11.2 Purchaser has the legal capacity, right and authority to enter into this Agreement and to consummate the transaction contemplated by this Agreement and has taken all necessary action to authorize the execution, delivery and performance of the terms and conditions of this Agreement. 11.3 This Agreement, and the documents to be executed and delivered by Purchaser in connection with the consummation of this Agreement, are and shall be valid and binding in accordance with their respective terms and conditions, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity). 11.4 The execution, delivery and performance by Purchaser of this Agreement are not precluded or proscribed by, and will not, to the best of Purchaser’s knowledge, (i) violate any provision of any existing law, statute, rule or order, decree, writ or injunction of any court, governmental department, commission, board, bureau, agency or instrumentality, or (ii) result in a material breach of, or a material default under any agreement, mortgage, contract, undertaking or other instrument or document to which Purchaser is a party or by which Purchaser is bound or to which Purchaser is subject. 11.5 There are no suits, actions, arbitrations, or legal, administrative or other proceedings pending against Purchaser which would impair or otherwise materially adversely affect Purchaser’s ability to perform its obligations under this Agreement. 11.6 Purchaser has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or, to the best of Purchaser’s knowledge, suffered the filing of an involuntary petition by Purchaser’s creditors; (iii) to the best of Purchaser’s knowledge, suffered the appointment of a receiver to take possession of all or substantially all of Purchaser’s assets; (iv) to the best of Purchaser’s knowledge, suffered the attachment or other judicial seizure of all or substantially all of Purchaser’s assets; (v) admitted in writing Purchaser’s inability to pay Purchaser’s debts as they come due; or (vi) made an offer of settlement, extension or composition to Purchaser’s creditors generally. 11.7 Purchaser does hereby acknowledge, represent, warrant and agree to and with Seller that, except as otherwise expressly provided in this Agreement: (i) Purchaser is expressly purchasing the Property (and any part thereof) in its existing condition “AS IS, WHERE IS, AND WITH ALL FAULTS” whether known or unknown with respect to all facts, circumstances, conditions and defects, both patent and latent; (ii) Seller has no obligation to inspect for, repair or correct any such facts, circumstances, conditions or defects or to compensate Purchaser for same; (iii) Seller has provided Purchaser sufficient opportunity to make such independent factual, physical and legal examinations and inquiries as Purchaser deems necessary or appropriate with respect to the Property and the transaction contemplated by this Agreement; (iv) Seller has specifically bargained for the assumption by Purchaser of all responsibility to inspect and investigate the Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this Agreement in consideration thereof; (v) Purchaser has undertaken or will undertake all such inspections and investigations of the Property as Purchaser deems necessary or appropriate with respect to the Property and the suitability of the Property for Purchaser’s intended use, and based upon same, Purchaser is and will be relying strictly and solely upon such inspections and examinations and the advice and counsel of its own consultants, agents, legal counsel and officers, Purchaser has approved or will approve the Property in all respects, and Purchaser is and will be fully satisfied that the Purchase Price is fair and adequate consideration for the Property; and (vi) Seller is not making and has not made any warranty or representation with respect to any materials or other data provided by Seller to Purchaser (whether prepared by or for Seller or others) or the education, skills, competence or diligence of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as an inducement to Purchaser to enter into this Agreement and thereafter to purchase the Property or for any other purpose. Without limiting the generality of any of the foregoing, Purchaser specifically acknowledges that Seller does not represent or in any way warrant the accuracy of any marketing information or pamphlets listing or describing the Property or the information, if any, provided by Seller to Purchaser; and 11.8 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO THE PROPERTY, TAX LIABILITIES, ZONING, PROPERTY VALUE, AVAILABILITY OF ACCESS OR UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE SOIL CONDITIONS OF THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER IS BUYING THE PROPERTY “AS IS” AND IN ITS PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER WITH RESPECT TO THE LAND OR THE PROPERTY, AND THAT, IN FACT, NO SUCH REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.