Common use of Independent Investigations Clause in Contracts

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.

Appears in 2 contracts

Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.), Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)

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Independent Investigations. Buyer has Marpai Sellers have such knowledge and experience in financial and business matters, and is are capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and has have evaluated such documents and information as it has they have deemed necessary in connection with the execution, delivery and performance of this Agreement. In formulating a decision to enter into this Agreement, Buyer has the Marpai Sellers have relied solely upon (a) the provisions of this Agreement, (b) an independent investigation of the Company and MarpaiBuyer, and (c) consultations with its their legal and financial advisors with respect to this Agreement and the nature of its their 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 Marpai and agrees the Marpai Sellers acknowledge and agree that (A) none of Company Seller, the Company, the Marpai Sellers or Marpai, Company 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 Marpai and the Marpai Sellers specifically disclaims disclaim that it they is relying upon or has have relied upon any other statements, representations or warranties that may have been made by any Person, and (iii) Buyer is acquiring Marpai and Marpai Sellers are consummating the Seller Securities transactions contemplated by this Agreement subject only to the specific representations and warranties set forth in Articles 4, 5 and 6 Article 4 of this Agreement. Buyer acknowledges Marpai and agrees Marpai Sellers acknowledge and agree 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.

Appears in 2 contracts

Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.), Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)

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