Independent Investigations. Licensee acknowledges that it has -------------------------- conducted an independent investigation of the business licensed hereunder, and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Licensee as an independent person or entity. Muzak expressly disclaims the making of, and Licensee acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success of the business venture contemplated by this Agreement.
Independent Investigations. Notwithstanding anything contained in this Agreement to the contrary, each of Buyer, Merger Sub and the SPAC acknowledges and agrees that none of the Acquired Companies, any Seller, or any other Person (including any Non-Party) is making, has made, or will be deemed to make or have made, any representations or warranties whatsoever relating to the Acquired Companies, the Business or the transactions contemplated by this Agreement, whether express or implied, at law or in equity, beyond the Sellers’ and each Acquired Company’s Contractual Representations. In furtherance, not limitation, of the foregoing, Buyer, Merger Sub and the SPAC (on behalf of itself and any Non-Party or other Person claiming by, through, or on behalf of Buyer, Merger Sub or the SPAC) hereby:
Independent Investigations. Marpai Sellers have such knowledge and experience in financial and business matters, and are capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and have evaluated such documents and information as they have deemed necessary in connection with the execution, delivery and performance of this Agreement. In formulating a decision to enter into this Agreement, the Marpai Sellers have relied solely upon (a) the provisions of this Agreement, (b) an independent investigation of the Company and Buyer, and (c) consultations with their legal and financial advisors with respect to this Agreement and the nature of their investment. Except for the specific representations and warranties made Company Seller in Article 4 of this Agreement, (i) Marpai and the Marpai Sellers acknowledge and agree that (A) none of Company Seller, the Company or any of their Affiliates or Representatives is making or has made any representation or warranty, express or implied, at Law or in equity, in respect of the Company, (ii) Marpai and the Marpai Sellers specifically disclaim that they is relying upon or have relied upon any other statements, representations or warranties that may have been made by any Person, and (iii) Marpai and Marpai Sellers are consummating the transactions contemplated by this Agreement subject only to the specific representations and warranties set forth in Article 4 of this Agreement. Marpai and Marpai Sellers acknowledge and agree that this provision, together with Section 13.14, are intended to constitute an effective non-reliance provision and each of Company Seller and the Company is relying on the effectiveness of such provision in entering into this Agreement.
Independent Investigations. Each Lender acknowledges that it has taken and will take such independent action and make such investigations as it deems necessary to inform itself as to the financial condition and affairs of Borrower and, based upon such independent action and investigation,-it has determined to enter into this Agreement.
Independent Investigations. Each Party has made such investigation of the facts pertaining to this settlement and this Settlement Agreement and of all matters pertaining thereto as it deems necessary.
Independent Investigations. Each Financier acknowledges that:
Independent Investigations. In entering into this Agreement, Buyer and SHLX has each relied solely on the express warranties, representations, covenants, and agreements of Seller in this Agreement, its independent investigation of, and judgment with respect to, the Shares and the assets and activities of Explorer and the advice of its own Representatives (excluding Seller and any Seller Parties).
Independent Investigations. Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 10.13, each Seller and each Acquired Company acknowledges and agrees that none of Buyer, Merger Sub, the SPAC, or any other Person (including any Non-Party) is making, has made, or will be deemed to make or have made, any representations or warranties whatsoever relating to the Buyer, Merger Sub, the SPAC, their business or the transactions contemplated by this Agreement, whether express or implied, at law or in equity, beyond the Buyer’s, Merger Sub’s and the SPAC’s Contractual Representations. In furtherance, not limitation, of the foregoing, each Seller and each Acquired Company (on behalf of itself and any Non-Party or other Person claiming by, through, or on behalf of each Seller or each Acquired Company) hereby:
Independent Investigations. In entering into this Agreement, Purchaser is relying solely upon (i) its own inspections, investigations, research and analyses of the matters set forth in Section 6.2, and (ii) the express representations and warranties of Seller set forth in Section 5.1 above and elsewhere in this Agreement and in the Seller’s Certificate, and Purchaser is not relying in any way upon any other representations, warranties, statements, plans, specifications, cost estimates, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives to Purchaser or its representatives, whether oral or written (all such matters herein referred to as the “Delivered Information”), express or implied, of any nature whatsoever regarding any such
Independent Investigations. In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations, warranties, covenants and obligations of the Company set forth in this Agreement and the other Company Documents, Purchaser has relied solely on its own independent investigation, analysis and evaluation of the equity securities of the Company (including the Purchaser’s own estimate and appraisal of the value of the business, financial condition, assets, operations and prospects of the members of the Company Group). Purchaser confirms to the Company that Purchaser is sophisticated and knowledgeable in both the industry and the business of the members of the Company Group and is capable of evaluating the matters set forth above. For the avoidance of doubt, Purchaser acknowledges and agrees that neither the Company nor any director, officer, representative, or Affiliate of the Company shall have any Liability under this Agreement with respect to any information concerning the members of the Company Group not expressly represented and warranted to in this Agreement, including, but only to the extent not also expressly represented and warranted to in this Agreement, (a) any information set forth in any Confidential Information Memorandum distributed by Jefferies with respect to the members of the Company Group, (b) any information regarding the members of the Company Group provided at any management presentation related to the transactions contemplated by this Agreement, (c) any information communicated by or made available through the data room process or otherwise or (d) any financial projection, forecast, estimate or budget relating to any of the members of the Company Group, and neither Purchaser nor any of its Affiliates have relied upon any of the foregoing.
