Common use of Independent Investigation; Seller’s Representations Clause in Contracts

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).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Precigen, Inc.)

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Independent Investigation; Seller’s Representations. (a) Buyer The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the CompanyBusiness, which investigation, review and analysis was performed by Buyer the Purchaser and its representativesRepresentatives. Buyer The Purchaser acknowledges that it and its representatives Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company Business for such purpose. In entering into this Agreement, Buyer the Purchaser acknowledges that it has relied upon its investigation, review and analysis and, except as otherwise provided in this AgreementAgreement or any other Transaction Document, not on any statements, representations or opinions of the Seller or any of its representatives Representatives (except the specific representations and warranties of the Seller and the Company set forth in Article IVIII or any other Transaction Document).

Appears in 1 contract

Samples: Sale and Purchase Agreement (W R Grace & Co)

Independent Investigation; Seller’s Representations. (a) Buyer The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the CompanyBusiness, which investigation, review and analysis was performed done by Buyer the Purchaser and its Affiliates and representatives. Buyer The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, facilities premises and records of the Company Business for such purpose. In entering into this Agreement, Buyer the Purchaser acknowledges that it has relied solely upon its the aforementioned investigation, review and analysis and, except as otherwise provided in this Agreement, and not on any statements, factual representations or opinions of Seller or any of the Seller, its Affiliates or their respective officers, directors, employees or representatives (except the specific representations and warranties of the Seller and the Company set forth in Article IVIII).

Appears in 1 contract

Samples: Sale and Purchase Agreement (Trinseo S.A.)

Independent Investigation; Seller’s Representations. (a) Buyer 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 CompanyBusiness, which investigation, review and analysis was performed done by Buyer Purchaser and its Affiliates and representatives. Buyer Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, facilities premises and records of the Company Companies for such purpose. In entering into this Agreement, Buyer acknowledges that it Purchaser has relied solely upon its the aforementioned investigation, review and analysis and, except as otherwise provided in this Agreement, and not on any statements, factual 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 IVIII and the schedules thereto).

Appears in 1 contract

Samples: Stock Purchase Agreement (Lincoln National Corp)

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Independent Investigation; Seller’s Representations. (a) Buyer The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the CompanyBusiness, which investigation, review and analysis was performed by Buyer the Purchaser and its representativesRepresentatives. Buyer The Purchaser acknowledges that it and its representatives Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company Business for such purpose. In entering into this Agreement, Buyer the Purchaser acknowledges that it has relied upon its own investigation, review and analysis and, except as otherwise provided in this Agreement, not on any statements, representations or opinions of the Seller or any of its representatives Representatives (except the specific representations and warranties of the Seller and the Company set forth in Article IVIII or any other Transaction Document).

Appears in 1 contract

Samples: Sale, Purchase and Contribution Agreement (Albemarle Corp)

Independent Investigation; Seller’s Representations. (a) Buyer a. The Purchaser has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the CompanyBusiness, which investigation, review and analysis was performed by Buyer the Purchaser and its representativesRepresentatives. Buyer The Purchaser acknowledges that it and its representatives Representatives have been provided adequate access to the personnel, properties, facilities and records of the Company Business for such purpose. In entering into this Agreement, Buyer the Purchaser acknowledges that it has relied upon its own investigation, review and analysis and, except as otherwise provided in this Agreement, not on any statements, representations or opinions of the Seller or any of its representatives Representatives (except the specific representations and warranties of the Seller and the Company set forth in Article IVIII or any other Transaction Document).

Appears in 1 contract

Samples: Sale, Purchase and Contribution Agreement (W R Grace & Co)

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