Independent Investigation; Company’s Representations Sample Clauses

Independent Investigation; Company’s Representations. Purchaser and ICF have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and its Subsidiaries, which investigation, review and analysis was done by Purchaser, ICF and their Representatives. Purchaser and ICF acknowledge that they and their Representatives have been provided adequate access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, Purchaser and ICF acknowledge that, except for the specific representations and warranties of Seller and Parent set forth herein and in any schedules, agreements or certificates delivered by Seller or Parent to Purchaser or ICF pursuant to this Agreement, Seller and Parent have not made to Purchaser or ICF any other representations or warranties.
Sample 1Sample 2
AutoNDA by SimpleDocs
Independent Investigation; Company’s Representations. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and its Subsidiaries, which investigation, review and 50 analysis was done by Buyer and its Affiliates and representatives. Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Company and its Subsidiaries for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company, the Sellers or any of their representatives (except the specific representations and warranties of the Company set forth in Article III and the schedules thereto, the Sellers in Article IV and the schedules thereto and any agreements or certificates delivered by the Company to Buyer in accordance with the Company’s obligations pursuant to this Agreement).
Sample 1
Independent Investigation; Company’s Representations. 4.8.1 Parent has conducted its own independent investigation, review and analysis of the business, operations, assets, Liabilities, results of operations and financial condition and prospects of the Company and its Subsidiaries, which investigation, review and analysis was performed by Parent, its Affiliates and their respective Representatives. Parent, its Affiliates and their Representatives (a) have had access to and the opportunity to review all of the documents in the “Project Darwin” data room maintained by Xxxxxxx Corporation on behalf of the Company but for purposes of this Section 4.8 only to the extent such documents were posted in such data room on or prior to the date that is two Business Days prior to the date of this Agreement; and (b) have been afforded access to the books and records, facilities and officers, directors, employees and other Representatives of the Company and its Subsidiaries for purposes of conducting a due diligence investigation with respect thereto. In entering into this Agreement, each of Parent and Merger Sub acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and on the representations and warranties of the Company expressly and specifically set forth in this Agreement and in the other Transaction Agreements (together with any representations and warranties expressly and specifically made by the Holders in the Joinder Agreements), as deemed qualified by the Disclosure Schedule, including as those relate to any item of Company Information to the extent that any such item of Company Information is itself described or referred to as having been made available, provided or delivered in a representation or warranty contained in this Agreement, the other Transaction Agreements (together with any representations and warranties expressly and specifically made by the Holders in the Joinder Agreements) or a schedule hereto or thereto (including the Disclosure Schedule).
Sample 1

Related to Independent Investigation; Company’s Representations

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Company’s Representations The Company hereby represents and warrants to the Employee that (i) the execution, delivery and performance of this Agreement by the Company do not and shall not materially conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Company is a party or by which it is bound and (ii) upon the execution and delivery of this Agreement by the Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms.

  • The Company’s Representations The Company represents and warrants that it is free to enter into this Agreement and to perform each of the terms and covenants of it. The Company represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement, and that its execution and performance of this Agreement is not a violation or breach of any other agreement between the Company and any other person or entity. The Company represents and warrants that this Agreement is a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Lender as of the date hereof and as of the Closing Date that, except as otherwise provided in the Disclosure Letter hereto or in the Company's SEC Documents:

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the Registration Rights Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • The Company’s Representations and Warranties (a) The Company represents and warrants to the Purchaser that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

  • Company Representations The Company represents and warrants to the Purchaser that:

Time is Money Join Law Insider Premium to draft better contracts faster.