Sophisticated Purchaser Clause Samples

Sophisticated Purchaser. Buyer and Mason hereby jointly and severally: (a) repres▇▇▇ ▇nd wa▇▇▇▇▇ that each of Mason and, as of the Closing Date, Buyer (i) is able to bear the r▇▇▇▇ attendant to the transactions contemplated hereby for an indefinite period, (ii) is dealing with the Shareholders on a professional arms-length basis and neither the Shareholders nor any of their respective affiliates or representatives is acting as a fiduciary or advisor to Buyer or Mason with respect to this Agreement and any of the transactions c▇▇▇▇▇plated hereby, and (iii) has expertise in assessing tax, legal, jurisdictional and regulatory risk; (b) represent and warrant that (i) each of Mason and, as of the Closing Date, Buyer has itself been, and will ▇▇▇▇inue to be, solely responsible for making its own independent appraisal of and investigations into, and in connection with this Agreement and the transactions contemplated hereby it has made such an independent appraisal of and investigation into, the financial condition, creditworthiness, affairs, status and nature of the Company and its related companies and it has not relied, and will not hereafter rely, on the Shareholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to such matters or to update them with respect to such matters or to keep such matters under review on its behalf, and (ii) without limiting the foregoing, each of Mason and Buyer has not relied, and will not hereafter rely, on th▇ ▇▇▇reholders or any affiliate, representative or agent of the Shareholders or any other third party with respect to information relating to or in any way affecting the shares of Class B Stock; (c) represent and warrant that (i) Buyer is receiving the transfer of the Covered Class B Shares hereunder for investment purposes, and not with a view to, or for a resale in connection with, any distribution of such Covered Class B Shares and (ii) each of Buyer and Mason has not entered into any agreement, contract, understanding ▇▇ ▇▇mmitment to and has no present intention to offer, sell, transfer or otherwise dispose of any portion of such Covered Class B Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance and has not offered for sale or entered into any negotiations for the sale or transfer of any of the Covered Class B Shares; (d) represent and warrant that each of Buyer and Mason und...

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 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. The Purchaser has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (i) evaluating the merits and risks of an investment in the Securities and making an informed investment decision; (ii) protecting its own interest; and (iii) bearing the economic risk of such investment for an indefinite period of time.

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. 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.

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. 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 of 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. 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.