Purchaser’s Acknowledgement Clause Samples

Purchaser’s Acknowledgement. Investment risks – Have you read this form, and do you understand the risks of making this investment? ☐ ☐ Offering document – Has an offering document relating to this investmentbeen made available to you on the funding portal? The offering document contains important information about this investment. If you have not read the offering document or if you do not understand the information in it, you should not invest. You should retaina copy of the offering document for your records. Have you read and do you understand the information in the offering document? ☐ ☐ ☐ ☐ ☐ ☐ Electronic signature: By checking this Box, ☐, I acknowledge that I am signing this form electronically and agree that this is the legal equivalent of my handwritten signature. I will not at any time in the future claim that my electronic signature is not legally binding. The date of my electronic signature is the same as my acknowledgement

Purchaser’s Acknowledgement. It is the understanding of the Purchaser that, and he or she hereby acknowledges, that the Purchaser is aware that no Proposed Sale presently is contemplated and that such a sale may never occur.

Purchaser’s Acknowledgement. SELLER EXPRESSLY DISCLAIMS, AND PURCHASER ACKNOWLEDGES, THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV, SELLER HAS NOT MADE NOR HAS PURCHASER RELIED UPON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO SELLER, THE PURCHASED ASSETS, OR THE BUSINESS.

Purchaser’s Acknowledgement. 8.1 The purchaser acknowledges that he is aware of and fully acquainted with the matters hereinafter set forth, namely that: 8.1.1 the RR is sold in accordance with the sectional plan and the participation quota endorsed thereon as and when approved and subject to any modification or alterations which may be made thereto from time to time in accordance with the provisions of the Act or any authority, and subject to any applicable conditions of title which may be incorporated therein; 8.1.2 if the areas of the common property are found not to correspond to those set out in this agreement, the seller shall not be liable for any shortfall nor shall it be entitled to claim compensation for any surplus; ARF T ARF T 1ST D R A F T 8.1.3 the seller intends to procure that upon the opening of the Sectional Title Register and the establishment of the body corporate, the management and conduct rules contained in the regulations to the Act shall apply, subject to any changes and modifications allowed by the Act and which the seller may deem necessary, provided that such rules may grant to the members of the body corporate, the sole and exclusive use of areas of the common property as envisaged in Section 27(A) of the Act; 8.1.4 the RR is sold, subject to the Memorandum and Articles of Association of the Association, with which the purchaser declares himself to be full acquainted. 8.2 By his signature hereto, the purchaser irrevocably and in rem suam appoints the seller as his agent and attorney to attend any meeting of the body corporate at which the purchaser is entitled to be present and then and there, to vote on behalf of the purchaser for the amendment of the rules as referred to in clause 8.1 above, or the adoption of any rules. 8.3 The purchaser shall, from the date of transfer of the RR into the purchaser's name, be entitled to benefit from occupation of the RR for the purpose of building a unit on the RR, subject to such building plans having been approved by the architect and the Association.

Purchaser’s Acknowledgement. PURCHASER EXPRESSLY AGREES AND ACKNOWLEDGES, FOR THE BENEFIT OF SELLER, THE AIRCRAFT MANUFACTURER, THE ENGINE MANUFACTURER AND THE AVIONICS MANUFACTURER, AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES OR AGENTS, THAT: ****, (II) THAT SELLER IS NOT THE MANUFACTURER OF THE ENGINES OR AVIONICS (WHICH ARE WARRANTED SEPARATELY BY THE ENGINE MANUFACTURER AND AVIONICS MANUFACTURER, RESPECTIVELY), (III) THAT ANY OF THE AIRCRAFT (INCLUDING BUT NOT LIMITED TO THE AIRFRAME AND ANY ENGINE, LANDING GEAR, COMPONENT, EQUIPMENT AND PART INSTALLED THEREON, ANY OF THE AIRCRAFT DOCUMENTATION, AND ANY OTHER PART, DATA OR INFORMATION SOLD HEREUNDER) IS OF A MAKE, SIZE, DESIGN AND CAPACITY DESIRED BY PURCHASER FOR THE PURPOSES INTENDED BY PURCHASER, (IV) THAT SUBJECT TO THE WARRANTY IN SECTION 15, PURCHASER CONFIRMS THAT IT HAS NOT, IN ENTERING INTO THIS AGREEMENT, RELIED ON ANY CONDITION, WARRANTY OR REPRESENTATION BY SELLER, THE ENGINE MANUFACTURER OR THE AVIONICS MANUFACTURER, OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES OR AGENTS, EXPRESS OR IMPLIED, WHETHER ARISING BY APPLICABLE LAW OR OTHERWISE IN RELATION TO THE AIRCRAFT (INCLUDING BUT NOT LIMITED TO THE AIRFRAME OR ANY ENGINE, LANDING GEAR, COMPONENT, EQUIPMENT AND PART INSTALLED THEREON, ANY OF THE AIRCRAFT DOCUMENTATION AND ANY OTHER PART, DATA OR INFORMATION SOLD HEREUNDER) INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS AS TO THE DESCRIPTION, QUALITY, DURABILITY, AIRWORTHINESS, MERCHANTABILITY, FITNESS FOR ANY USE OR PURPOSE, VALUE, CONDITION, DESIGN OR OPERATION OF ANY KIND OR NATURE OF THE AIRCRAFT (INCLUDING BUT NOT LIMITED TO THE AIRFRAME AND ANY ENGINE, LANDING GEAR, COMPONENT, EQUIPMENT AND PART INSTALLED THEREON APPLICABLE TO THE AIRCRAFT, ANY OF THE AIRCRAFT DOCUMENTATION AND ANY OTHER PART, DATA OR INFORMATION SOLD HEREUNDER) AS TO THE ABSENCE OF ANY LATENT, INHERENT OR ANY OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), OR AS TO THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN OR OTHER PROPRIETARY RIGHT; AND (V) THE BENEFIT OF ANY SUCH CONDITION, WARRANTY OR REPRESENTATION IS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVED BY PURCHASER. ****

Purchaser’s Acknowledgement. The Purchaser acknowledges that it has not been induced to enter into this Agreement by any representation promise or warranty other than the Warranties and Indemnities. Accordingly (except in respect of fraud) no representations warranties or undertakings (apart from the Warranties and Indemnities) express or implied statutory or otherwise made by or on behalf of the Vendors and in relation to the Company shall give rise to any liability for misrepresentation on the part of the Vendors or the maker or makers of any such representations, warranties or undertakings.

Purchaser’s Acknowledgement. Each Purchaser hereby agrees and acknowledges (a) receipt of payments in full satisfaction of the interest payments due on December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009, (b) receipt of quarterly financial statements for the quarter ended June 30, 2009, which Purchasers acknowledge demonstrate Annualized Aggregate Net Product Sales in excess of $100,000,000 for purposes of Section 9.6 of the Loan Agreement, and (c) that interest on the unpaid principal balance of the Notes shall accrue from and after October 1, 2009, at the rate of 15% per annum; provided, however, that interest on such unpaid balance shall accrue at the rate of 17% per annum during the continuance of any Event of Default after the Effective Date.

Purchaser’s Acknowledgement. The Purchaser acknowledges, in respect of the Stockholders’ representations in clauses clauses 3.12(a), 3.12(b) 3.12(i) or 3.12(j), that the Stockholders have not conducted registration searches for patents or trademarks or made inquiries of third parties. The Stockholders agree that the foregoing acknowledgement does not relieve them from any liability in respect of the representations made by them in clauses 3.12(a), 3.12(b) 3.12(i) or 3.12(j).

Purchaser’s Acknowledgement. Purchaser acknowledges that its Members, managers, officers and beneficial owners have had complete access to all books and records of Seller and the Business, and such individuals on behalf of Purchaser are knowledgeable in all respects of the business, operations, financial condition and general administrative affairs of Seller, the Business and the Purchased Assets. Purchaser also acknowledges that one or more of its Members, managers, officers and beneficial owners has, prior to the Closing, had management and operational control of the day-to-day Business and Purchased Assets conducted in the U.S. Virgin Islands. Purchaser agrees to provide Seller with written notice prior to Closing of any information of which Purchaser is aware (including any information of which Purchaser should be aware) that would make any of the Seller’s representations or warranties incomplete or inaccurate.