Due Investigation. Before acquiring any Interest in the Company, each Member has investigated the Company and its business and the Company has made available to each Member all information necessary for the Member to make an informed decision to acquire an Interest in the Company. Each Member considers itself to be a Person possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member's investment in the Company.
Due Investigation. Standby Purchaser (a) has performed its own independent investigation, analysis and assessment of Members Mutual and its Subsidiaries, including HoldCo, (b) acknowledges that HoldCo and Members Mutual have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Standby Purchaser or any of its representatives, except those expressly set forth in this Agreement, (c) acknowledges that it has not relied on HoldCo or Members Mutual or their respective representatives’ opinions or underwriting and actuarial criteria and analyses, and (d) has reached its own independent judgments to enter into and consummate this Agreement based upon its own independent judgments and underwriting and actuarial criteria and analyses.
Due Investigation. The Purchaser (i) has performed its own independent investigation, analysis and assessment of the Renewal Rights and the Transferred Assets, and that during the course of conducting such investigation, analysis and assessment, the Purchaser has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that the Sellers Parties have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to the Purchaser or any of its Representatives, except those expressly set forth in this Agreement, (iii) acknowledges that it has not relied on the Seller Parties’ or their Representatives’ opinions or underwriting and actuarial criteria and analyses, and (iv) has reached its own independent judgments to enter into and close this Agreement and the Ancillary Agreements based upon its own independent judgments and underwriting and actuarial criteria and analyses. Nothing in the foregoing shall be deemed to operate as a waiver or release by the Purchaser of the Seller Parties from any representation, warranty, covenant or agreement expressly contained in this Agreement.
Due Investigation. Berkshire Life has such knowledge and experience in financial, business and insurance matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the Ancillary Agreements and is capable of bearing the economic risks of such transactions. Berkshire Life has conducted such independent review and analysis of the Business Covered as it deemed appropriate and acknowledges and agrees that CGLIC has provided Berkshire Life with access to the personnel, properties, premises and Books and Records relating to the Business Covered for this purpose. In entering into this Agreement, Berkshire Life has not relied on any factual representations of CGLIC, its Affiliates or their respective Representatives other than the representations and warranties contained in ARTICLE III of this Agreement, as to which it shall be entitled to rely notwithstanding any such independent review.
Due Investigation. Unless otherwise expressly provided herein, the parties and signatories hereto and each of them expressly acknowledge and agree that it:
Due Investigation. Indemnitor has delivered to Lender the Environmental Information which constitutes due investigation of (a) the present and past uses of the Property including due inquiry of the appropriate governmental agencies and offices and Indemnitor has examined or been advised of Environmental Laws (defined herein); and (b) the condition of all buildings and other improvements on the Property under applicable Building Laws (defined herein). Upon Indemnified Agent's or a Secured Party's request, Indemnitor will provide Indemnified Agent and the Secured Parties with a written summary of Indemnitor's investigations and copies of all written inquiries and responses to and from applicable governmental authorities.
Due Investigation. 38 8.5 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 8.6
Due Investigation. The Purchaser shall have concluded (through its representatives, accountants, counsel and other experts) an investigation of the business, condition (financial and other), properties, assets, prospects, operations and affairs of the Company and shall be satisfied, in its sole discretion, with the results thereof.
Due Investigation. Buyer (i) has performed its own independent investigation, analysis and assessment of the Business, assets, condition, operations and prospects of the Company, and during the course of conducting such investigation, analysis and assessment, the Buyer has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that Seller and the Company have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Buyer or any of its representatives, except those expressly set forth in this Agreement, and (iii) has decided to enter into and consummate the transactions contemplated by this Agreement and the Ancillary Agreements based upon its own independent judgment and underwriting and analysis.
Due Investigation. Each Purchaser is a sophisticated investor with expertise in acquiring and operating insurance businesses and (i) has performed its own independent investigation, analysis and assessment of the Acquired Companies and the Business, and during the course of conducting such investigation, analysis and assessment, such Purchaser has asked such questions, examined such documents, materials and information, and performed such other investigations as it deemed appropriate in its own discretion; (ii) acknowledges that the Selling Parties have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to such Purchaser or any of its Representatives, except those expressly set forth in this Agreement; (iii) acknowledges that it has not relied on the opinions, underwriting, actuarial criteria or analyses of the Selling Parties or any Representatives of the Selling Parties outside of any representation, warranty, covenant or agreement contained herein; and (iv) has reached its own independent judgments to enter into and close the transactions contemplated by this Agreement and the Ancillary Agreements based upon its own independent judgments, underwriting, actuarial criteria and analyses and the representations and warranties, covenants and obligations contained herein. Nothing in the foregoing shall be deemed to operate as a waiver or release by any Purchaser of any Selling Party from any representation, warranty, covenant or agreement otherwise specifically contained in this Agreement.
