Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Partner is an informed and sophisticated entity, and has engaged expert advisors, experienced in the evaluation of property and assets such as the Baker Hughes Contributions and the BH Canadian Asset Purchase as contemplated hereunder. Partner has undertaken such investigation and has been provided with and has evaluated such documents and information 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 and each Ancillary Agreement to which it is a party. Except as expressly set forth in this Agreement, Partner acknowledges and agrees that the Baker Hughes Transferred Assets are contributed “as is” and Partner agrees to accept the Baker Hughes Transferred Assets, as well as the Baker Hughes Contributed Business, in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Partner acknowledges that Baker Hughes makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Partner of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Baker Hughes Contributed Business or the future business and operations of the Baker Hughes Contributed Business or any other information or documents made available to Partner or its counsel, accountants or advisors with respect to the Baker Hughes Contributed Business.

Appears in 2 contracts

Samples: Contribution Agreement (Baker Hughes Inc), Contribution Agreement (BJ Services, Inc.)

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Inspections; No Other Representations. Partner Baker Hughes is an informed and sophisticated entity, and has engaged expert advisors, experienced in the evaluation of property and assets such as the Baker Hughes Contributions and the BH Canadian Asset Purchase Partner Contributed Assets as contemplated hereunder. Partner Baker Hughes has undertaken such investigation and has been provided with and has evaluated such documents and information 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 and each Ancillary Agreement to which it is a party. Except as expressly set forth in this Agreement, Partner Baker Hughes acknowledges and agrees that the Baker Hughes Transferred Partner Contributed Assets are contributed “as is” and Partner Baker Hughes agrees to accept the Baker Hughes Transferred Partner Contributed Assets, as well as the Baker Hughes Partner Contributed Business, in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Partner Baker Hughes acknowledges that Baker Hughes Partner makes no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Partner Baker Hughes of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Baker Hughes Partner Contributed Business or the future business and operations of the Baker Hughes Partner Contributed Business or any other information or documents made available to Partner Baker Hughes or its counsel, accountants or advisors with respect to the Baker Hughes Partner Contributed Business.

Appears in 2 contracts

Samples: Contribution Agreement (BJ Services, Inc.), Contribution Agreement (Baker Hughes Inc)

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