Independent Investigation; Seller’s Representations. The Purchaser 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 Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or its representatives (except the specific representations and warranties of the Sellers set forth in Article III and the schedules thereto). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties made in Article III, none of the Sellers, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Medvend Entities, the Equity Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers and the Medvend Entities or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement. ARTICLE V ADDITIONAL AGREEMENTS
Independent Investigation; Seller’s Representations. (a) Buyer has conducted to its satisfaction 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, which investigation, review and analysis was performed by Buyer and its representatives. Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, facilities and records of the Company for such purpose. In entering into this Agreement, Buyer acknowledges that it has relied upon its investigation, review and analysis and, except as otherwise provided in this Agreement, not on any statements, representations or opinions of Seller or any of its representatives (except the specific representations and warranties of Seller and the Company set forth in Article IV).
Independent Investigation; Seller’s Representations. The Purchaser 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 Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and Representatives. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller, its Affiliates, or their respective Representatives (except the specific representations and warranties of the Seller set forth in Section 2 as qualified by the Disclosure Letter). The Purchaser hereby agrees and acknowledges that: other than the representations and warranties made in Section 2 (as qualified by the Disclosure Letter), none of the Seller, the Seller’s Affiliates or any of their respective Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Transferred Assets, the Assumed Liabilities or the Business including as to: (i) merchantability or fitness for any particular use or purpose; (ii) the operation of the Business by the Purchaser or any Affiliate of the Purchaser; or (iii) the probable success or profitability of the Business after the Closing.
Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets (including Contracts), liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was undertaken by the Purchaser and its Affiliates and representatives. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinion of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article III and in the Ancillary Agreements). The Purchaser hereby agrees and acknowledges that other than the representations and warranties made in Article III and in the Ancillary Agreements, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Quotas.
Independent Investigation; Seller’s Representations. (a) The Purchaser has conducted to its satisfaction 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 Group, which investigation, review, and analysis was performed by the Purchaser and its Representatives. The Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, facilities, and records of the Company Group for such purpose. In entering into this Agreement and proceeding with the transactions contemplated by this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review, and analysis and has not relied on or been induced by any statements, representations, or opinions of the Seller or any of its Representatives (except the specific representations and warranties of the Seller set forth in Article III (and in the Seller Disclosure Schedules)).
Independent Investigation; Seller’s Representations. The Purchaser acknowledges that it has conducted its own independent investigation, review and analysis of the business, operations, assets (including Contracts), liabilities, results of operations, financial condition, technology and prospects of the Business and the Acquired Companies. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article III and the Ancillary Agreements). The Purchaser hereby agrees and acknowledges that, other than the representations and warranties made in Article III and the Ancillary Agreements, none of the Seller, its Affiliates or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Units, the Acquired Companies or the Business. Notwithstanding anything to the contrary contained herein, nothing herein shall limit any remedy available to the Purchaser or any of its Affiliates in the event of Fraud.
Independent Investigation; Seller’s Representations. In entering into this Agreement, each Buyer acknowledges that it has not relied upon any factual representations, opinions, projections or forecasts of the Sellers or their representatives (except the specific representations and warranties of the Sellers set forth in Article II and the schedules thereto). Each Buyer hereby acknowledges and agrees that, other than the representations and warranties made in Article II, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Business, the Business Subsidiaries, the Stock or the Acquired Assets.
Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software and technology of the Group Companies, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. Such investigation shall not derogate from the representations and warranties made by the Seller and the Seller Parent under Article III hereof and in any certificate or other document provided to the Purchaser in connection with the Closing. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article III and the schedules thereto, including, for the avoidance of doubt, the Disclosure Schedule). The Purchaser hereby acknowledges and agrees that other than the representations and warranties made in Article III and the schedules thereto (including, for the avoidance of doubt, the Disclosure Schedule), none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to any Transferred Subsidiary, any Subsidiary or the Transferred Interests.
Independent Investigation; Seller’s Representations. Buyer has conducted to its satisfaction 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 Entities, which investigation, review and analysis was performed by Xxxxx and its Representatives. Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, facilities, and records of the Company Entities for such purpose. In entering into this Agreement, Xxxxx acknowledges that it has relied upon its investigation, review and analysis and, except as otherwise provided in this Agreement or any Ancillary Agreements and except for the specific representations and warranties of Sellers and the Target Entities set forth in Article IV, not on any statements, representations or opinions of Sellers or any of their Representatives. Notwithstanding anything to the contrary contained in this Agreement and without prejudice to Section 7.08, nothing in this Agreement (including this Section 5.10) will limit, restrict or prohibit any claims in respect of Fraud.
Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was performed by the Purchaser, its affiliates and their respective directors, officers, employees, agents, advisors or other representatives (collectively, “Representatives”). In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any statements, representations or opinions of any of the Seller, its affiliates or their respective Representatives (except the representations and warranties of the Seller set forth in Article III). The Purchaser hereby acknowledges and agrees that other than the representations and warranties made in Article III, none of the Seller, its affiliates, or any of their respective Representatives has made any representation or warranty, express or implied, at law or in equity, in respect of the Shares or the Company, the properties or assets of the Company or the business of the Company, including as to (I) merchantability or fitness for any particular use or purpose or (II) the probable success or profitability of the Company after the Closing.
