Independent Analysis Clause Samples

Independent Analysis. Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of documents and information available to it, as it has deemed appropriate.

Independent Analysis. It has, independently and without reliance upon Administrative Agent or any Lender and based upon such documents and information as it has deemed appropriate, made its own analysis and decision to enter into the Loan Documents to which it is a party.

Independent Analysis. Each Participating Lender hereby confirms that it has made its own decision to execute this Agreement based upon its own independent assessment of documents and information available to it, as it deemed appropriate.

Independent Analysis. The Junior Agent, on behalf of each Junior Secured Party, acknowledges that it and each Junior Secured Party has, independently and without reliance on the Senior Agent or any Senior Secured Party, and based on documents and information deemed by it appropriate, made its own credit analysis and decision to enter into this Agreement, the Junior Documents, and the transactions contemplated hereby and thereby and agrees that it will continue to make its own credit decision in taking or not taking any action under the Junior Documents or this Agreement.

Independent Analysis. Service Provider shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Service Provider shall possess no authority with respect to any District decision.

Independent Analysis. Buyer recognizes that Seller has not made any representation or warranty upon which Buyer is relying in respect to the ability of Buyer to obtain business through the Tobacco Business subsequent to the Closing Date. Buyer acknowledges that it has conducted an independent investigation of the financial condition, results of operations, Assets, Liabilities, properties and projected operations of the Tobacco Business and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on the results of such investigation and the representations, warranties, covenants and agreements of Seller set forth herein, including the Schedules hereto, and in the Seller Transaction Agreements. Such representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with the transactions contemplated hereby, and Buyer acknowledges and agrees that Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement and the Seller Transaction Agreements, including any warranty disclaimed by Seller in SECTION 11.18. Buyer further acknowledges and agrees that any cost estimates, forecasts, projections or other predictions or forward-looking information that may have been provided to Buyer or any of its employees, agents or representatives were prepared for internal planning purposes only and are not representations or warranties of Seller, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved; provided that the foregoing is not intended to and shall not limit the scope of the representations and warranties contained herein and in the Seller Transaction Agreements.

Independent Analysis. Each Party hereto acknowledges that such Party understands the transactions contemplated by this Agreement and that such Party has had the opportunity to review this Agreement and the transactions contemplated hereby with such Party’s own legal counsel, tax advisors and other advisors. Each Party is relying solely on such Party’s own counsel and advisors and not on any statements or representations of the other Party or of their respective representatives or agents for legal or other advice with respect to the transactions contemplated by this Agreement.

Independent Analysis. The Buyer (i) has adequate information to make an informed decision regarding a purchase of the Shares as contemplated herein and (ii) has independently and without reliance upon the Seller, and based on such information as the Buyer has deemed appropriate, made its own analysis and decision to enter into this Agreement, except that the Buyer has relied upon the Seller’s express representations, warranties, covenants and indemnities in this Agreement. The Buyer acknowledges that the Seller is a substantial shareholder of the Buyer and has a representative on the board of directors of the Buyer and, therefore, may possess material non-public information not known to certain members of Buyer’s management regarding or relating to the Buyer or the Shares, including, but not limited to, information concerning the business, condition (financial or otherwise), prospects or plans of the Buyer. The Buyer further acknowledges that neither the Seller nor any of its affiliates shall have any liability whatsoever (and the Buyer hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. In this regard, the Buyer acknowledges and agrees that the transactions contemplated herein may be consummated during the “Blackout Period” under the Buyer’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which begins 14 days prior to the Buyer’s fiscal year end and ends 24 hours after the release of the Buyer’s financial results for such fiscal year (or, if such 24 hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released). The Buyer acknowledges that the Seller has not given the Buyer any investment advice or any other credit information or opinion on whether the purchase of the Shares is prudent.

Independent Analysis. Design Professional shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Design Professional shall possess no authority with respect to any District decision.