Common use of Decision to Purchase Clause in Contracts

Decision to Purchase. Buyer is a sophisticated investor and its bid and decision to purchase the Assets and to acquire the Collateral Documents is based upon its own independent evaluation of the Loan Files and other materials deemed relevant by Buyer and its agents. Buyer has made such independent investigations as Buyer deems to be warranted as to the validity, enforceability and collectibility of the Assets and the nature and value of the Assets, and all other facts it deems material to their purchase and is entering into this Agreement solely upon the basis of that investigation and Buyer’s own judgment. Buyer has not relied in entering into this Agreement upon any oral or written information from Seller, or any of Seller’s employees, affiliates, agents, consultants, advisors or representatives, other than the representations and warranties of Seller specifically set forth herein. Buyer further acknowledges that no employee, agent, consultant, advisor or representative of Seller (including, without limitation, Garnet Capital Advisors, LLC and The ▇▇▇▇▇▇-▇▇▇▇ Real Estate Group LLC) has been authorized to make, and that Buyer has not relied upon, any statement or representations other than those specifically contained in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that, except as expressly set forth in Sections 4.1 and 4.2 hereof, Buyer is purchasing the Assets "as is" and "where is" on the Closing Date and, except as expressly set forth in Sections 4.1 and 4.2 hereof, Seller is making no representation or warranty, express or implied, and Buyer has not relied on any representation or warranty, express or implied, regarding any Borrower, any of the Assets or any Mortgaged Property, including, without limitation, any representation or warranty with respect to (a) the business, financial condition or prospects of any Borrower, any third party (including any guarantor) or any tenants, (b) the physical condition of any building, improvement, machinery, equipment or personal property comprising all or a part of any Mortgaged Property, (c) the leases, rents, income or expenses of any Mortgaged Property, (d) the enforceability, validity, transferability, currency or legality of any guarantee or insurance policy which is transferred or conveyed to Buyer pursuant to this Agreement, whether as Collateral Documents or otherwise; and (e) the compliance of any Borrower or Mortgaged Property with any environmental law (including but not limited to those pertaining to the use, handling, generating, treating, storing or disposing of any hazardous materials and/or petroleum product storage tanks, asbestos and/or lead paint and lead paint containing materials), and (f) the condition, value or collectibility of any personal property, whether tangible or intangible securing any Loan.

Decision to Purchase. Buyer Purchaser is a sophisticated investor and its bid and decision to purchase the Assets and to acquire the Collateral Documents is are based upon its own independent evaluation evaluations of the Loan Mortgage Files, the Property Files and other materials made available by Seller and deemed relevant by Buyer Purchaser and its agents. Buyer has made such independent investigations as Buyer deems to be warranted as to the validity, enforceability and collectibility of the Assets and the nature and value of the Assets, and all other facts it deems material to their purchase and is In entering into this Agreement solely upon the basis of that investigation and Buyer’s own judgment. Buyer Agreement, Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller, or any of Seller’s its respective employees, affiliates, agents, consultants, advisors agents or representatives, other than the representations and warranties of Seller specifically set forth contained herein. Buyer Purchaser has had an opportunity to perform an examination of the Assets and to become aware of the physical condition of the Mortgaged Properties and the REO Properties. Purchaser further acknowledges that no employee, agent, consultant, advisor employee or representative of Seller (including, without limitation, Garnet Capital Advisors, LLC and The ▇▇▇▇▇▇-▇▇▇▇ Real Estate Group LLC) has been authorized to make, and that Buyer Purchaser has not relied upon, any statement statements or representations other than those specifically contained in this Agreement. Without limiting the generality of the foregoingWITHOUT LIMITING THE FOREGOING, Buyer acknowledges and agrees thatPURCHASER ACKNOWLEDGES THAT, except as expressly set forth in Sections 4.1 and 4.2 hereofEXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, Buyer is purchasing the Assets "as is" and "where is" on the Closing Date andTHE SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO THE ASSETS (INCLUDING, except as expressly set forth in Sections 4.1 and 4.2 hereofWITHOUT LIMITATION, Seller is making no representation or warrantyTHE VALUE, express or impliedMARKETABILITY, and Buyer has not relied on any representation or warrantyCONDITION OR FUTURE PERFORMANCE THEREOF, express or impliedTHE EXISTENCE OF LEASES OR THE STATUS OF ANY TENANCIES OR OCCUPANCIES WITH RESPECT THERETO, regarding any BorrowerTHE APPLICABILITY OF ANY RENT CONTROL OR RENT STABILIZATION LAWS OR THE COMPLIANCE OR LACK OF COMPLIANCE THEREOF WITH ANY LAWS (INCLUDING WITHOUT LIMITATION, any of the Assets or any Mortgaged PropertyENVIRONMENTAL, including, without limitation, any representation or warranty with respect to (a) the business, financial condition or prospects of any Borrower, any third party (including any guarantor) or any tenants, (b) the physical condition of any building, improvement, machinery, equipment or personal property comprising all or a part of any Mortgaged Property, (c) the leases, rents, income or expenses of any Mortgaged Property, (d) the enforceability, validity, transferability, currency or legality of any guarantee or insurance policy which is transferred or conveyed to Buyer pursuant to this Agreement, whether as Collateral Documents or otherwise; and (e) the compliance of any Borrower or Mortgaged Property with any environmental law (including but not limited to those pertaining to the use, handling, generating, treating, storing or disposing of any hazardous materials and/or petroleum product storage tanks, asbestos and/or lead paint and lead paint containing materialsLAND USE OR OCCUPANCY LAWS), and (f) the condition, value or collectibility of any personal property, whether tangible or intangible securing any Loan).

Decision to Purchase. Buyer Purchaser is a sophisticated investor and its bid and decision to purchase the Assets Loans and to acquire the Collateral Documents and Collateral Property is based upon its own independent evaluation of the Loan Files Files, the Loan Documents and other materials deemed relevant by Buyer Purchaser and its agentsagents all of which Purchaser has had a full opportunity to review. Buyer Purchaser has made such independent investigations as Buyer Purchaser deems to be warranted as to the validity, enforceability and collectibility of the Assets Loans, the perfection and priority of any security interest, the value of any collateral (including any Mortgaged Property) and the nature and value of the AssetsLoans, and all other facts it deems material to their purchase and is entering into this Agreement solely upon the basis of that investigation and BuyerPurchaser’s own judgment. Buyer Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller, or any of Seller’s employees, affiliates, agents, consultants, advisors or representatives, other than the representations and warranties of Seller specifically set forth hereinin this Agreement. Buyer Purchaser further acknowledges that no employee, agent, consultant, advisor or representative of Seller (includingincluding ▇▇▇▇▇, without limitation, Garnet Capital Advisors, LLC and The ▇▇▇▇▇▇-▇▇ & ▇▇▇▇ Real Estate Group LLC▇▇, Inc.) has been authorized to make, and that Buyer Purchaser has not relied upon, any statement or representations other than those specifically contained set forth in this Agreement. Without limiting the generality of the foregoing, Buyer Purchaser acknowledges and agrees that, except as expressly set forth in Sections Section 4.1 and 4.2 hereof, Buyer Purchaser is purchasing the Assets "Loans “as is" ” and "“where is" ” on the Closing Date with all faults and, except as expressly set forth in Sections Section 4.1 and 4.2 hereof, Seller is making no representation or warranty, express or implied, written or oral, and Buyer Purchaser has not relied on any representation or warranty, express or implied, written or oral, regarding any Borrower, any of the Assets Loans or any collateral (including any Mortgaged Property), including, without limitation, including any representation or warranty with respect to (a) the business, financial condition or prospects of any Borrower, any third party Third Party (including any guarantor) or any tenants, (b) the physical condition of any building, improvement, machinery, equipment or personal property comprising all or a part of any collateral (including any Mortgaged Property), (c) the leases, rents, income or expenses of any Mortgaged Property, (d) the enforceability, validity, transferability, currency or legality of any guarantee or insurance policy which is transferred or conveyed to Buyer Purchaser pursuant to this Agreement, whether as Collateral Documents Property or otherwise; , and (e) the compliance of any Borrower or collateral (including any Mortgaged Property Property) with any environmental law Environmental Law (including but not limited to those pertaining to the use, handling, generating, treating, storing or disposing of any hazardous materials Hazardous Materials and/or petroleum product storage tanks, asbestos and/or lead paint and lead paint containing materials), and (f) the condition, value or collectibility of any personal property, whether tangible or intangible securing any Loan, and (g) condition, merchantability or suitability.