Independent Investigation; No Other Representations Sample Clauses

Independent Investigation; No Other Representations. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) of the Sale Entities, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller and the Sale Entities for such purpose. Buyer acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the Contemplated Transactions, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules). Buyer acknowledges and agrees that except for the representations and warranties expressly set forth in Article III, none of Seller or any of its respective Affiliates or Representatives has made or is making any express or implied representation or warranty of any nature to Buyer, its Affiliates or any of their Representatives, at law or in equity, with respect to Seller, the Sale Entities or any of their respective Affiliates, any Project or any other matter related to the Contemplated Transactions.
Sample 1Sample 2
AutoNDA by SimpleDocs
Independent Investigation; No Other Representations. (a) Each of Parent and Merger Sub has conducted to its satisfaction its own independent investigation and analysis of the business, operations, assets, liabilities, condition (financial or otherwise) and prospects of the Company and the Company Subsidiaries. Parent and Merger Sub acknowledge and agree that, except as expressly set forth in the representations and warranties contained in Article IV, neither the Company nor any of the Company Subsidiaries, nor any of their Representatives, nor any other person on any of their behalves, has made or is making any representation or warranty, express or implied, including as to omission or completeness, to Parent or Merger Sub or any other person, and that the Company and the Company Subsidiaries and its and their Representatives will have no liability to Parent, Merger Sub or any other person, with respect to any information, statements or materials provided or made available to any of them, including any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other statements or material provided or made available in data rooms, confidential information memoranda, management presentations or otherwise in anticipation or contemplation of this Agreement or any of the Transactions.
Sample 1Sample 2
Independent Investigation; No Other Representations. Buyer acknowledges and agrees that (a) Buyer, together with its advisers, has carefully and independently inspected, investigated and verified the Company, which includes examining and reviewing such records, documents, reports and other information of the Company and/or Seller as it deems relevant to the consummation of the transactions contemplated by this Agreement, (b) none of Seller, its Affiliates, the Company, or any such other person has made, and Buyer is not relying upon, any representation, warranty or agreement with respect to the accuracy or completeness of the information (written or oral) provided to Buyer in connection with the Purchased Stock, or with respect to the appropriateness, suitability or sufficiency of such information for the purpose of enabling Buyer to evaluate such investment, other than the representations, warranties and agreements of Seller and the Company expressly contained in this Agreement, and (c) Buyer has had adequate opportunity to seek accounting, legal or other advice or information in connection with its entry into this Agreement and the consummation of the transactions contemplated hereby.
Sample 1
Independent Investigation; No Other Representations or Warranties of the Sellers or the Company. Purchaser agrees that none of the Company, the Company Subsidiaries, the Sellers or any of their respective Affiliates or Representatives has made and shall not be deemed to have made, nor has Purchaser or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company or the Company Subsidiaries, their respective businesses or the Transactions, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement, the E.I. Sale Agreement, the Subscription Agreement, the Tax Covenant or any certificate delivered pursuant to this Agreement.
Sample 1
Independent Investigation; No Other Representations. Purchaser has had an opportunity to discuss the business, management, operations and finances of the Company with its officers, directors, employees, agents, representatives and affiliates, and has had an opportunity to inspect the facilities of the Company. Purchaser has conducted its own independent investigation of the Company. In making its decision to execute and deliver this Agreement and to consummate the Contemplated Transactions, Purchaser has relied solely upon the representations and warranties of the Company and Seller set forth in Article 3 (and acknowledges that such representations and warranties are the only representations and warranties made by the Company or Seller, as the case may be) and has not relied upon any other information provided by, for or on behalf of the Company or Seller or their respective agents or representatives, to Purchaser in connection with the Contemplated Transactions. Purchaser is entering into the Contemplated Transactions with the understanding, acknowledgement and agreement that no representations or warranties, express or implied, are made with respect to any projection or forecast regarding future results or activities or the probable success or profitability of the Company. Purchaser acknowledges that no current or former stockholder, director, officer, employee, affiliate or advisor of the Company or Seller has made or is making any representations, warranties or commitments whatsoever regarding the subject matter of this Agreement, express or implied, except as set forth in Article 3.
Sample 1
Independent Investigation; No Other Representations. Buyer acknowledges and agrees that (i) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby and by the other Transaction Documents, it has relied upon its own investigation and the express representations and warranties of Yucatan and Camden set forth in ARTICLE 3 and ARTICLE 4, and the Equityholders set forth in ARTICLE 6 and (ii) neither the Equityholders, Yucatan or Camden nor their respective officers, directors, affiliates, agents or representatives has made any representation or warranty with respect to the business of the Company Parties, except as expressly set forth in ARTICLE 3, ARTICLE 4 and ARTICLE 6. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors experienced in the evaluation and purchase of companies such as the Company Parties as contemplated hereunder. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby. Buyer acknowledges and agrees that (A) on behalf of itself and its Affiliates, except for the representations and warranties expressly set forth in ARTICLE 3, ARTICLE 4 and ARTICLE 6, neither the Equityholders, Yucatan or Camden nor any of their members, stockholders, trustees, Affiliates or any other Person, has made or is making, and Buyer has not relied upon and is not relying upon, any other representations or warranties, promises, covenants, agreements or guaranties, statutory, common law or otherwise, of any nature, oral or written, past, present or future, including any other representations or warranties, express or implied, and (B) Yucatan and Camden do not make any representation or warranty with respect to (I) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Companies or the future business and operations of the Companies or (II) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Company Parties or their businesses, assets, liabilities or operations, except as expressly set forth in ARTICLE 3, ARTICLE 4 and ARTICLE 6 of this Agreement.
Sample 1

Related to Independent Investigation; No Other Representations

  • Investigation; No Other Representations (a) Each Parent Party, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby.

  • Inspections; No Other Representations The Purchasers are informed and sophisticated purchasers, and have undertaken such investigation and have been provided with and have evaluated such documents and information as they deem necessary to enable them to make an informed decision with respect to the execution, delivery and performance of this Agreement. Each Purchaser will undertake prior to the Closing such further investigation and request such additional documents and information as it deems necessary. Each Purchaser agrees to accept the Preferred Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Purchaser acknowledges that the Company makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Purchasers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and its Subsidiaries or the future business and operations of the Company and the Subsidiaries except as expressly set forth in this Agreement.

  • 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.

  • Other Representations The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Closing Date.

  • 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.

  • No Other Representation Each of the parties represents, warrants, and agrees that in executing this Agreement it has relied solely on the statements set forth herein and the advice of its own counsel. Each of the parties further represents, warrants, and agrees that in executing this Agreement it has placed no reliance on any statement, representation, or promise of any other party, or any other person or entity not expressly set forth herein, or upon the failure of any party or any other person or entity to make any statement, representation or disclosure of anything whatsoever. The parties have included this clause: (1) to preclude any claim that any party was in any way fraudulently induced to execute this Agreement; and (2) to preclude the introduction of parol evidence to vary, interpret, supplement, or contradict the terms of this Agreement.

  • No Other Representations No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or be liable for any alleged representation, promise or inducement not so set forth.

  • Disclaimer of Other Representations and Warranties PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO EXAMINE ALL ASPECTS OF THE PROPERTIES AND TO REVIEW ALL FILES CONCERNING THE PROPERTIES AND ITS ENVIRONMENTAL CONSULTANTS AND ALL STATE AGENCIES HAVING JURISDICTION OVER THE PROPERTIES BEFORE PURCHASER’S EXECUTION AND DELIVERY OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS, PURCHASER AGREES THAT THE PROPERTIES SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT THE PROPERTIES AT CLOSING STRICTLY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, WITH NO RIGHT OF SET-OFF OR REDUCTION IN THE SHARE PURCHASE PRICE EXCEPT FOR ADJUSTMENTS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS AND THAT, EXCEPT FOR SELLER’S LIMITED REPRESENTATIONS SET FORTH IN ARTICLE V HEREOF, THE SALE OF THE PROPERTIES AND OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE DESIGNATED SELLER DOCUMENTS SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY.

  • Further Representations Each party to this Agreement acknowledges and represents that it has been represented by its own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to its legal rights from such counsel. Each party further represents that it is being independently advised as to the tax consequences of the transactions contemplated by this Agreement and is not relying on any representation or statements made by the other party as to such tax consequences.

  • Purchaser Representations In connection with the issuance and acquisition of Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

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