Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of Shares from Seller.
Sophisticated Buyer. The Purchaser is a sophisticated buyer, knowledgeable in the evaluation and acquisition of oil and gas properties, and understands that by purchasing oil and gas properties or interests, the Purchaser may be exposed to risks and liabilities associated with the oil and gas business. The Purchaser is engaged in the business of exploring for or production oil and gas or other minerals as an ongoing business. By reason of this knowledge and experience, the Purchaser will evaluate the merits and risks of the properties or interests to be purchased from Seller and will form an opinion based solely upon the Purchaser's knowledge and experience and not upon any opinion or predictions by Seller, its employees, agents, or representatives.
Sophisticated Buyer. Buyer is sophisticated in financial matters and is able to evaluate the risks and benefits attendant to the purchase of the Forward Purchase Shares. The Buyer is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
Sophisticated Buyer. (a) SVI has the knowledge and experience in financial and business matters to be capable of making an informed decision with respect to the purchase of the Purchase Shares for the Stock Purchase Price. SVI has all information and materials relating to SVI’s operations, business and properties that SVI deems necessary or appropriate to evaluate its purchase of the Purchase Shares.
(b) SVI understands and acknowledges that DARA makes no representations or warranties other than those representations and warranties expressly made by DARA in Article IV above. Without limiting the generality of the foregoing, SVI understands and acknowledges that DARA makes no representation or warranty and gives no assurance to SVI with respect to the value of SVI or any shares of Common Stock. The Stock Purchase Price represents a privately negotiated price for the Purchase Shares, and SVI has determined that the Stock Purchase Price represents fair consideration for the purchase of the Purchase Shares.
(c) In determining to enter into this Agreement and to consummate the Contemplated Transactions, SVI has not relied upon (i) any representation or warranty of DARA or any of DARA’s directors, officers, employees, agents or representatives, other than those representations and warranties expressly made by DARA in Article IV above, or (ii) any non-disclosure of information by DARA or any of DARA’s directors, officers, employees, agents or representatives. SVI hereby irrevocably waives and releases DARA and DARA’s directors, officers, employees, agents and representatives from any and all actions and claims whatsoever, whether in law or equity, relating to the determination of the amount of the Stock Purchase Price.
Sophisticated Buyer. Buyer is an experienced and sophisticated real property purchaser; and
Sophisticated Buyer. Buyer hereby acknowledges that it is aware of and understands the risks involved with the use of the Products, including but not limited to risks of personal injury and death. Buyer agrees to provide adequate warnings to its employees, agents, contractors and downstream customers of the risks associated with the use of the Products.
Sophisticated Buyer. Such Buyer (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 the Seller, and based on such information and the advice of such advisors as such Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Buyer acknowledges that neither the Seller nor any of its affiliates is acting as a fiduciary or financial or investment adviser to such Buyer, and none of such persons has given such Buyer any investment advice, opinion or other information on whether the purchase of the Shares is prudent. Such Buyer further acknowledges that (i) the 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 such Buyer and that may be material to a decision to buy the Shares (“Seller Excluded Information”), (ii) such Buyer has determined to buy the Shares notwithstanding its lack of knowledge of the Seller Excluded Information, (iii) the price for the Shares may significantly appreciate or depreciate over time and by agreeing to buy the Shares from the Seller pursuant to this Agreement, such Buyer is giving up the opportunity to buy the Shares at a lower price in the future and (iv) the Seller shall have no liability to such Buyer, and such Buyer to the fullest extent of the law waives and releases any claims, whether known or unknown, that it might have against the Seller (or its respective affiliates or agents), whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the purchase of the Shares and the transactions contemplated by this Agreement. Such Buyer understands that the Seller will rely on the accuracy and truth of the foregoing representations, and such Buyer hereby consents to such reliance.
Sophisticated Buyer. Buyer acknowledges that Buyer is a sophisticated purchaser, familiar with the industry and market of which the Business is a part, and that Buyer has had an opportunity to ask questions of Seller and Elecsys regarding the forecast set forth on Schedule 3.4.4 and that Seller and Elecsys have provided Buyer with answers to such questions.
Sophisticated Buyer. Buyer is an experienced investor that specializes in the investment in and ownership of hotel properties in geographically diverse markets. Buyer is a sophisticated real estate owner and investor with particular experience in the acquisition and ownership of hotels similar to the Hotel. Buyer further represents and warrants that it is purchasing the Company Shares solely for investment, with no present intention to resell or distribute within the meaning of the Securities Act. Buyer hereby acknowledges that the Company Shares have not been registered pursuant to the Securities Act and may not be transferred in the absence of such registration or an exemption available under the Securities Act.
Sophisticated Buyer. Buyer is a sophisticated investor and, except as otherwise provided in this Agreement, Buyer is relying solely on its own investigation of the Loan, the Loan Documents, the Loan Files, the Borrowers and the Collateral.
