Independent Investigations Sample Clauses

Independent Investigations. Licensee acknowledges that it has -------------------------- conducted an independent investigation of the business licensed hereunder, and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Licensee as an independent person or entity. Muzak expressly disclaims the making of, and Licensee acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success of the business venture contemplated by this Agreement.
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Independent Investigations. Notwithstanding anything contained in this Agreement to the contrary, each of Buyer, Merger Sub and the SPAC acknowledges and agrees that none of the Acquired Companies, any Seller, or any other Person (including any Non-Party) is making, has made, or will be deemed to make or have made, any representations or warranties whatsoever relating to the Acquired Companies, the Business or the transactions contemplated by this Agreement, whether express or implied, at law or in equity, beyond the Sellers’ and each Acquired Company’s Contractual Representations. In furtherance, not limitation, of the foregoing, Buyer, Merger Sub and the SPAC (on behalf of itself and any Non-Party or other Person claiming by, through, or on behalf of Buyer, Merger Sub or the SPAC) hereby:
Independent Investigations. Buyer has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has evaluated such documents and information as it has deemed necessary in connection with the execution, delivery and performance of this Agreement. In formulating a decision to enter into this Agreement, Buyer has relied solely upon (a) the provisions of this Agreement, (b) an independent investigation of the Company and Marpai, and (c) consultations with its legal and financial advisors with respect to this Agreement and the nature of its investment. Except for the specific representations and warranties made by the Company and Company Seller in Article 4 and by Marpai in Article 5 of this Agreement, (i) Buyer acknowledges and agrees that (A) none of Company Seller, the Company, the Marpai Sellers or Marpai, or any of their respective Affiliates or Representatives is making or has made any representation or warranty, express or implied, at Law or in equity, in respect of the Company, (ii) Buyer specifically disclaims that it is relying upon or has relied upon any other statements, representations or warranties that may have been made by any Person, and (iii) Buyer is acquiring the Seller Securities subject only to the specific representations and warranties set forth in Articles 4, 5 and 6 of this Agreement. Buyer acknowledges and agrees that this provision, together with Section 13.14, are intended to constitute an effective non-reliance provision and each of Company Seller and the Company is relying on the effectiveness of such provision in entering into this Agreement.
Independent Investigations. Each Lender acknowledges that it has taken and will take such independent action and make such investigations as it deems necessary to inform itself as to the financial condition and affairs of Borrower and, based upon such independent action and investigation,-it has determined to enter into this Agreement.
Independent Investigations. Each Financier acknowledges that:
Independent Investigations. In entering into this Agreement, Buyer and SHLX has each relied solely on the express warranties, representations, covenants, and agreements of Seller in this Agreement, its independent investigation of, and judgment with respect to, the Shares and the assets and activities of Explorer and the advice of its own Representatives (excluding Seller and any Seller Parties).
Independent Investigations. Each Party has made such investigation of the facts pertaining to this settlement and this Settlement Agreement and of all matters pertaining thereto as it deems necessary.
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Independent Investigations. Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 10.13, each Seller and each Acquired Company acknowledges and agrees that none of Buyer, Merger Sub, the SPAC, or any other Person (including any Non-Party) is making, has made, or will be deemed to make or have made, any representations or warranties whatsoever relating to the Buyer, Merger Sub, the SPAC, their business or the transactions contemplated by this Agreement, whether express or implied, at law or in equity, beyond the Buyer’s, Mxxxxx Sub’s and the SPAC’s Contractual Representations. In furtherance, not limitation, of the foregoing, each Seller and each Acquired Company (on behalf of itself and any Non-Party or other Person claiming by, through, or on behalf of each Seller or each Acquired Company) hereby:
Independent Investigations. In entering into this Agreement, Purchaser is relying solely upon (i) its own inspections, investigations, research and analyses of the matters set forth in Section 6.2, and (ii) the express representations and warranties of Seller set forth in Section 5.1 above and elsewhere in this Agreement and in the Seller’s Certificate, and Purchaser is not relying in any way upon any other representations, warranties, statements, plans, specifications, cost estimates, studies, reports, descriptions, guidelines or other information or material furnished by Seller or its representatives to Purchaser or its representatives, whether oral or written (all such matters herein referred to as the “Delivered Information”), express or implied, of any nature whatsoever regarding any such matters. Except as otherwise provided in an express representation or warranty contained in Section 5.1, Seller shall have no liability with respect to the accuracy or completeness of the Delivered Information.
Independent Investigations. By executing the Addendum, each Lender represents that it has made and agrees that it shall continue to make its own independent investigation of the financial condition and affairs of Borrower and the Guarantor and its own appraisal of the creditworthiness of Borrower and the Guarantor in connection with the continuance of the Loans. Administrative Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information (other than obtained under the provisions of this Agreement and the Guarantee) with respect thereto, whether coming into its possession before the date hereof or at any time thereafter.
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