Access to Information; No Reliance Sample Clauses
The "Access to Information; No Reliance" clause establishes that each party has had the opportunity to review all relevant information and conduct its own due diligence before entering into the agreement. In practice, this means that parties cannot later claim they were misled or lacked necessary information, as they are affirming that they have either obtained or had access to all materials they deemed important. This clause serves to protect both parties by clarifying that decisions were made independently and not based on unverified statements, thereby reducing the risk of future disputes over alleged misrepresentations or omissions.
Access to Information; No Reliance. (a) Such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that it (i) has had an opportunity to discuss the business of Parent, Parent Merger Sub and their respective Affiliates with the management of Parent, (ii) has been afforded the opportunity to ask questions of and receive answers from Parent, Parent Merger Sub and their respective Affiliates and (iv) has conducted its own independent investigation of Parent, Parent Merger Sub and their respective Affiliates, their respective businesses and the Transactions. Such Member further acknowledges and agrees that, except in respect of any fraud, it has not relied on any representation, warranty or other statement by Parent, Parent Merger Sub or their respective Affiliates, other than representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), and, except in respect of any fraud, that all other representations and warranties of any kind whatsoever, express or implied, at law or in equity, with respect to any of Parent, Parent Merger Sub and their respective Affiliates, or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, are specifically disclaimed.
(b) Except for the representations and warranties set forth in Section 2.03(b)(iv), Article 6 and Section 9.11 (each, as qualified by Disclosure Schedule), with the exception of fraud, such Rollover Holdco Member or Direct Rollover Member acknowledges and agrees that none of Parent, Parent Merger Sub, their respective Affiliates nor any other Person makes any representation or warranty with respect to any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of Parent, Parent Merger Sub or their respective Affiliates nor the future business, operations or affairs of Parent, Parent Merger Sub or their respective Affiliates heretofore or hereafter delivered to or made available to any Acquired Entity, Management Seller, Rollover Holdco Member or Member, or their respective Representatives or Affiliates.
Access to Information; No Reliance. Buyers represent and warrant to Seller that Buyers have had full and complete access to all information regarding ANI and have conducted such independent review, investigation and analysis (financial and otherwise) of ANI as each and any of them considered necessary. The consummation of the transactions contemplated hereby by Buyers is not done in reliance upon any representation or warranty by, or information from Seller or its officers, directors, employees or representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties of Seller specifically and expressly set forth in this Agreement.
Access to Information; No Reliance. Ligapart has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company and RSL Europe concerning the Exchange Shares and the Surrender Shares and Ligapart's knowledge and experience in financial and business matters is such that it is capable of evaluating the risks of its investment in the Exchange Shares. Ligapart has not relied on any representation of the Company or RSL Europe written or oral other than the representations and warranties contained in this Agreement and the Amended and Restated Agreement.