Sophisticated Party. Lender (i) is a sophisticated seller with respect to the transfer of the Assigned Loan, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer of the Assigned Loan, (iii) is represented by an attorney of its choice in connection with this transaction, and (iv) has independently and without reliance upon the Company, and based on such information as Lender has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that Lender has relied upon the Company’s express representations, warranties, and covenants in this Agreement. Lender acknowledges that the Company has not given Lender any investment advice, credit information, or opinion on whether the transfer of the Assigned Loan is prudent. Lender further acknowledges that (i) the Company currently has information with respect to the Assigned Loan or the Company and its affiliates that is not known to Lender and that may be material to a decision to transfer the Assigned Loan including, without limitation, material nonpublic information relating to strategic transactions, financial condition and results of operation of the Company or any of its affiliates (“Lender Excluded Information”), (ii) Lender has determined to transfer the Assigned Loan notwithstanding its lack of knowledge of the Lender Excluded Information and (iii) the Company shall have no liability to Lender, and Lender waives and releases any claims that it may have against the Company or any of the Company’s affiliates whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Lender Excluded Information in connection with the transactions contemplated hereby; provided, however, that the Lender Excluded Information shall not and does not affect the truth or accuracy of the Company’s representations or warranties in this Agreement.
Sophisticated Party. Such Holder is sophisticated in transactions of this type and capable of evaluating the merits and risks of the transactions contemplated hereby and has the capacity to protect its own interests. Such Holder has retained its own advisors and counsel, each of which is sophisticated in transactions of this type and capable of evaluating the merits and risks of the transactions contemplated hereby, in connection with the negotiation of and entry into this Agreement.
Sophisticated Party. They are sophisticated parties and have such knowledge and experience in business and financial matters that such parties are capable of evaluating the risks and merits of this Acquisition, the results of the consummation thereof, and of making an informed decision regarding the consummation of this Acquisition.
Sophisticated Party. The Seller (i) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (ii) has adequate information concerning the business and financial condition of FNL to make an informed decision regarding the sale or transfer of the Shares, and (iii) has independently and without reliance upon the Purchaser or FNL (other than reliance on FNL’s and Purchaser’s express representations herein), and based on such information and the advice of such advisors as the Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Seller acknowledges that none of the Purchaser, FNL, or their respective affiliates is acting as a fiduciary or financial or investment adviser to the Seller, and has not given the Seller any investment advice or opinion on whether the sale or transfer of the Shares is prudent. The Seller acknowledges that (a) the Purchaser currently may have, and later may come into possession of, information with respect to FNL that is not known to the Seller and that may be material to a decision to sell or transfer the Shares, which, for the avoidance of doubt, may include, without limitation, any market share data, marketing plans, licenses, contract information, business plans (including with respect to mergers, acquisitions, dispositions, liquidity events, financings (equity or debt), joint ventures or other strategic alternatives), financial forecasts, historical financial data, notice of any intention by FNL to file a registration statement, valuations, capitalization information, budgets and other business information (“Seller Excluded Information”); (b) except for the information disclosed by FNL and/or the Purchaser in connection with their representations made herein, the Seller has not requested and does not wish to receive Seller Excluded Information from the Purchaser, and the Seller hereby waives and releases (and agrees that it shall not, and shall cause its affiliates and representatives to not, directly or indirectly, assert, make, assist, pursue or prosecute) any claims that the Seller might have against the Purchaser and FNL, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the sale or transfer of the Shares and the Transaction contemplated by this Agreement; (c) Seller Excluded Information may be indicative of a value of the Shares that is substantially greater than the...
Sophisticated Party. The Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of this Agreement and the transactions contemplated hereby and is entering into this Agreement with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, and the Seller acknowledges and agrees (a) that, except for the specific representations and warranties of the Seller contained in Article 2, the Seller has not made any representation or warranty, either express or implied, with respect to the Purchase Price, the Partnership Interest, the Company or the Company’s businesses, operations, assets, liabilities, results of operations, financial condition or prospects, or as to the accuracy or completeness of any of the information provided or otherwise made available to the Buyer or its representatives and (b) that, to the fullest extent permitted by applicable law, the Seller shall not have any liability or responsibility whatsoever to the Buyer or its representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities laws or otherwise) based upon any information provided or made available (or not provided or made available), or statements made (or any omissions therefrom), to the Buyer or its representatives.
Sophisticated Party. Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Premises.
Sophisticated Party. Buyer warrants and represents that it is a sophisticated party, knowledgeable and experienced in the acquisition of real property, and, that condition of title, survey results and inspections and investigations are very important aspects in the purchase and sale of real property.
Sophisticated Party. Buyer (a) is a sophisticated party with respect to the Purchased Interests, (b) is able to bear the financial risk associated with purchasing the Purchased Interests on the terms set forth in this Agreement, and (c) has such knowledge and experience in financial and business matters, and has made transactions of a similar nature, so as to be aware and capable of evaluating the merits and potential risks and uncertainties inherent in transactions of the type contemplated in this Agreement.
Sophisticated Party. Each of the Sellers (i) is a sophisticated entity with respect to the sale of the Shares and receipt of the Notes, (ii) has adequate information concerning the business and financial condition of Company to make an informed decision regarding the sale of the Shares and receipt of the Notes and (iii) has independently and without reliance upon the Company, and based on such information as each Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Sellers have relied upon the Company’s express representations, warranties, covenants, agreements, and indemnities in this Agreement. The Sellers acknowledge that the Company has not given the Sellers any investment advice, credit information, or opinion on whether the sale of the Shares or receipt of the Notes are prudent.
Sophisticated Party. Buyer is a sophisticated commercial party with experience in the ownership, management and operation of real estate. Buyer is not in a materially disparate or inferior bargaining position in relation to Seller. Buyer is represented by competent legal counsel in connection with the transaction contemplated by this Agreement. Buyer is purchasing the Property for business, commercial, investment or other similar purpose and not for use as Buyer's residence.
