Sophisticated Purchaser Sample Clauses
Sophisticated Purchaser. The Purchaser is a sophisticated investor and its bid and decision to purchase the Servicing Rights is based upon the Purchaser’s due diligence and evaluation of the information and documents provided by the Seller and the terms of this Agreement. The Purchaser has consulted with such investment, legal, tax, accounting and other advisers as it deems necessary.
Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and is able to bear any financial risks associated with the purchase of the Purchased Shares, (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Shares, (iii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of and understand the risks inherent in the purchase in the Purchased Shares, (iv) has independently, and without reliance upon Sellers, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, and (v) is purchasing the Purchased Shares with investment intent and not with a view toward distribution.
Sophisticated Purchaser. The Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Company.
Sophisticated Purchaser. Purchaser (a) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (b) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Shares, (c) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (d) has independently and without reliance upon Seller, and based on such information and the advice of such advisors as Purchaser has deemed appropriate, made its own analysis and decision to enter into this Agreement. Purchaser acknowledges that neither Seller nor any of its affiliates is acting as a fiduciary or financial or investment adviser to Purchaser, and none of such persons has given Purchaser any investment advice, opinion or other information on whether the purchase of the Shares is prudent. Purchaser further acknowledges and agrees that (i) Seller currently may have, and later may come into possession of, material non-public information with respect to the Company that is not known to Seller and that may be material to a decision to sell the Shares (“Excluded Information”), (ii) Purchaser has determined to acquire the Shares notwithstanding that such Excluded Information may exist and may not have been disclosed by the Company or the Seller to the Purchaser, (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to sell the Shares to Purchaser pursuant to this Agreement, Seller is giving up the opportunity to sell the Shares at a higher price in the future and (iv) Seller shall have no liability to Purchaser, and Purchaser to the fullest extent of the law waives and releases any claims, whether known or unknown, that it might have against Seller (or its affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Excluded Information in connection with the sale of the Shares and the transactions contemplated by this Agreement. The Purchaser is fully aware of (i) the lack of liquidity of the Shares and the restrictions on transferability of the Shares and (ii) the speculative nature of the Shares. In addition, the Purchaser acknowledges that it has consulted with its own tax advisors regarding the potential tax consequences of acquiring the Shares.
Sophisticated Purchaser. Purchaser has such knowledge and experience in financial and business matters that Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an indefinite period of time. Purchaser has not been formed solely for the purpose of making this investment and is purchasing the Iliad Note for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof.
Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and is able to bear any financial risks associated with the purchase of the Purchased Shares, (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Shares, (iii) has such knowledge and experience, including trading securities generally, and has made investments of a similar nature, including securities of the type and under the arrangements, terms, restrictions and conditions relating to the Purchased Shares, so as to be aware of and understand the risks inherent in the purchase in the Purchased Shares, (iv) has independently, and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, and (v) is purchasing the Purchased Shares with investment intent and not with a view toward distribution.
Sophisticated Purchaser. The Purchaser is a sophisticated purchaser with respect to the Interest. The Purchaser has received such information concerning the business and financial condition of the Company as the Purchaser deems necessary in order to make an informed decision to purchase the Interest from the Seller. The Purchaser acknowledges that the Purchaser and the Purchaser's advisors, if any, have had the right to ask questions of and receive answers from the Company and its officers and directors, and to obtain such information concerning the Company, as the Purchaser and the Purchaser's advisor(s), if any, deem necessary in connection with the purchase of the Interest. In making the decision to purchase the Interest, the Purchaser has relied solely on the information obtained by Purchaser directly from the Company as a result of any inquiries by the Purchaser or the Purchaser's advisor(s) and has independently, without reliance upon the Seller and based on such information as it deemed appropriate, made its own analysis and decision to purchase the Interest from the Seller.
Sophisticated Purchaser. Purchaser is a sophisticated and experienced purchaser of multifamily apartment projects, and has participated in and is familiar with the acquisition, development, redevelopment, ownership, management, and operation of real estate projects similar to the Property. Purchaser has or will have under the terms of this Contract adequate opportunity to complete and has completed all physical, financial, legal and regulatory investigations and examinations relating to the Property that it deems necessary, and will acquire the same solely on the basis of such investigations and examinations and the title insurance protection afforded by the Title Policy and not on the basis of any information provided or to be provided by Seller or any Seller’s Representatives (other than as provided to the contrary in Section 7.1).
Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and, by reason of its business and financial experience, and the business and financial experience of its management, is able to bear any financial risks associated with the purchase of the Purchased Shares (including, without limitation, the total loss of the investment in the Purchased Shares), (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Shares, (iii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of and understand the risks inherent in the purchase in the Purchased Shares, (iv) has independently, and without reliance upon Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, (v) in entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis of the Company, the Purchased Shares and the Information and Purchaser acknowledges that, except as provided in Section 2, neither Seller nor any of its affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information reviewed by Purchaser or its directors, officers, employees, affiliates, controlling persons, agents or representatives, and (vi) is purchasing the Purchased Shares with investment intent and not with a view toward distribution.
Sophisticated Purchaser. The transactions contemplated in this Agreement are for the Buyer's own account for the purposes of operating the Business as a going concern and not with a view towards resale or distribution. The Buyer acknowledges that, in reliance on the foregoing, the transactions contemplated hereby have not been registered under any federal or state securities laws.