Due Diligence by the Buyer. The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors experienced in the evaluation and purchase of property and assets such as the Shares and the Business as contemplated hereunder and under the Asset Purchase Agreement. The Buyer has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities and properties of the Business, and has been provided with and has evaluated such documents and information as it has deemed necessary. In making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and the representations and warranties of the Seller set forth in Article II of this Agreement. It is understood that, subject to the terms of this Agreement and the Asset Purchase Agreement, the Buyer takes the Shares and, together with the Asset Buyer, the Business, in each case on an "as is" basis, and that the Buyer agrees to accept the Shares and, together with the Asset Buyer, the Business, in each case in the condition they are in on the Closing Date without reliance upon any express or implied representation or warranties, except as expressly set forth in Article II of this Agreement and Article II of the Asset Purchase Agreement. Such representations and warranties by the Seller in Article II of this Agreement and Article II of the Asset Purchase Agreement constitute the sole and exclusive representations and warranties of the Seller to the Buyer and the Asset Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making, and the Buyer is not relying upon, any representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability, or suitability as to the Shares, any of Acquired Assets or any other assets of BTG or the Business, beyond those expressly given in Article II of this Agreement and Article II
Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, Liabilities, properties and projected operations of the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and the representations and warranties of the Seller set forth in Article II, including the Disclosure Schedule and other Schedules hereto (and any updates thereto). Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business and it is understood that the Buyer takes the Acquired Assets and the Business as is and where is (but subject to the benefit of the representations and warranties set forth in this Agreement). The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Seller or any of its Affiliates unless expressly set forth in this Agreement.
Due Diligence by the Buyer. The representations and warranties in Article II by the Seller constitute the sole and exclusive representations and warranties of the Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty as to condition, merchantability, or suitability as to any of the Engineering Software Assets and it is understood that the Buyer takes the Engineering Software Assets as is and where is (subject to the benefit of the representations warranties set forth in this Agreement). The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Seller or any of their Affiliates. For purposes of this Agreement, the term "AFFILIATE" means any natural person or any corporation, company, partnership, joint venture, firm or other entity directly or indirectly controlled by, controlling or under common control with, a Party, but only for so long as such control shall continue. For purposes of this definition, "control" (including, with correlative meanings, "controlled by," "controlling" and "under common control with") means, with respect to an entity, possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of such an entity (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.
Due Diligence by the Buyer. The representations and warranties by the Savient Companies in Article II constitute the sole and exclusive representations and warranties of the Savient Companies to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that neither Savient Company is making, and the Buyer is not relying upon, any representation or warranty whatsoever, express or implied, including any implied warranty as to condition, merchantability, or suitability as to the Shares, any of Acquired Assets or any other assets of the Rosemont Companies or the Business, beyond those expressly given in Article II. The Buyer further acknowledges and agrees that any cost estimates, budgets, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Savient Companies.
Due Diligence by the Buyer. The Buyer acknowledges that it has had the opportunity to conduct an independent investigation of the assets, liabilities, properties, workforce and affairs of the Business (including, without limitation, the Acquired Assets and the Assumed Liabilities) in making its determination to proceed with the transactions contemplated by this Agreement. Buyer further acknowledges that the representations and warranties of the Seller set forth in Article II as qualified and limited by the Disclosure Schedule constitute the sole and exclusive representations and warranties of the Seller to the Buyer in connection with the transactions contemplated by this Agreement, and the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement.
Due Diligence by the Buyer. The Buyer acknowledges that (1) it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, projected operations, workforce and affairs of the Business (including, without limitation, the Business Subsidiaries, the Acquired Assets and the Assumed Liabilities) and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and the representations and warranties of the Sellers set forth in Article II, as qualified and limited by the Disclosure Documents, (2) such representations and warranties as so qualified and limited constitute the sole and exclusive representations and warranties of the Sellers to the Buyer in connection with the transactions contemplated hereby, and (3) THE SELLERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY AS TO CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY, AS TO THE BUSINESS OR ANY ASSETS THEREOF (INCLUDING, WITHOUT LIMITATION, THE ACQUIRED ASSETS AND THE ASSETS OF THE BUSINESS SUBSIDIARIES) AND IT IS UNDERSTOOD THAT THE BUYER TAKES (TO THE EXTENT OTHERWISE CONVEYED BY THIS AGREEMENT) THE BUSINESS AND THE ASSETS THEREOF (INCLUDING, WITHOUT LIMITATION THE ACQUIRED ASSETS AND THE ASSETS OF THE BUSINESS SUBSIDIARIES) AS IS AND WHERE IS (SUBJECT TO THE BENEFIT OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, AS QUALIFIED AND LIMITED BY THE DISCLOSURE DOCUMENTS AS UPDATED FROM TIME TO TIME PRIOR TO THE CLOSING). The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Sellers or any of their Affiliates. The Buyer has no knowledge that any of the representations and warranties of the Sellers in this Agreement is not true and correct, and the Buyer has no knowledge of any errors in, or omissions from, the Disclosure Documents.
Due Diligence by the Buyer. The representations and warranties of the Sellers set forth in Article II, including the Disclosure Schedule and other Schedules hereto constitute the sole and exclusive representations and warranties of the Sellers to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business. The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Sellers or any of their Affiliates.
Due Diligence by the Buyer. The Buyer acknowledges that none of the Seller, its Affiliates or Representatives, or any other Person, has made, and the Buyer has not relied upon, any representation or warranty whatsoever, express or implied (including any implied warranty or representation as to the value, condition, merchantability or suitability as to any of the Acquired Assets), regarding the Business or other matters beyond those expressly given in ARTICLE II of this Agreement. Without limiting the generality of the foregoing, the Buyer hereby acknowledges that (i) none of the Seller, its Affiliates or Representatives, or any other Person, has made a representation or warranty to the Buyer with respect to (A) any estimates, forecasts, projections, or other predictions for the Business or business plan information of the Business or (B) any materials, documents or information relating to the Business or Acquired Assets, whether written or oral, made available to the Buyer or any of its Affiliates or Representatives in the confidential information memorandum, provided to the Buyer on January 30, 2013, or in any data room, presentation by management of the Business, due diligence discussion with Representatives of the Seller or Seller Business Employees or otherwise, except as expressly covered by a representation or warranty set forth in ARTICLE II, and (ii) the financial statements referred to in Section 2.4(a) and the Required Financial Statements have been and will have been prepared using different methodologies, as more fully described in Section 2.4 of the Disclosure Schedule and that the Seller disclaims any and all liability for any difference in the information contained in such financial statements to the extent that such difference in information relates to the difference in methodologies (in and of themselves, and not as any such difference relates to any error in the application of such methodologies or any error in the financial information therein contained) used to prepare such financial statements.
Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and the representations and warranties set forth in Article II and Article III, including the Disclosure Schedule and other Schedules hereto (and any updates thereto). Such representations and warranties by the Seller and the Company constitute the sole and exclusive representations and warranties of the Seller and the Company to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller and the Company are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Company. The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Seller of the Company or any of their Affiliates.
Due Diligence by the Buyer. The Buyer acknowledges that the representations and warranties of the Seller set forth in Article II, including the Disclosure Schedule (and any updates thereto), constitute the sole and exclusive representations and warranties of the Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement. The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Seller or any of its Affiliates.
