Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Each Holder is an informed and sophisticated purchaser, and has engaged expert advisors experienced in the evaluation of the transactions contemplated hereunder. Each Holder 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. Each Holder acknowledges that the Company has given such Holder complete and open access (to the extent requested by such Holder) to the key employees, and documents of the Company and its subsidiaries. Each Holder agrees to accept the New Notes on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Holder acknowledges that the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors or the future business and operations of the Company and the Guarantors or (ii) any other information or documents made available to such Holder or its advisors with respect to the Company or the Guarantors or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder is an informed and sophisticated purchaser, and has engaged expert advisors experienced in the evaluation of the transactions contemplated hereunder. Each Holder has undertaken Buyer will undertake prior to Closing such further investigation and has been provided with and has evaluated request such additional 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 Agreementdeems necessary. Each Holder acknowledges that the Company has given such Holder complete and open access (to the extent requested by such Holder) to the key employees, and documents of the Company and its subsidiaries. Each Holder Buyer agrees to accept the New Notes Sold Units in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature nature, whether in writing, oral or otherwise, made by or on behalf of or imputed to the CompanySeller or any of its Affiliates, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company makes Seller and its Affiliates make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors its Subsidiaries or the future business and operations of the Company and the Guarantors its Subsidiaries or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company Company, its Subsidiaries, Seller, any of Seller’s Affiliates or any of the Guarantors or their respective businesses foregoing business, assets, liabilities or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder of Buyer and Merger Sub is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the transactions Company as contemplated hereunder. Each Holder of Buyer and Merger Sub 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 AgreementAgreement and the Ancillary Agreements to which it is a party. Each Holder of Buyer and Merger Sub acknowledges that Sellers and the Company has have given such Holder complete Buyer and open Merger Sub access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company and its subsidiariesCompany. Each Holder agrees of Buyer and Merger Sub will undertake prior to accept the New Notes on the Closing Date based upon its own inspection, examination such further investigation and determination with respect thereto request such additional documents and information as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Company, except as expressly set forth in this Agreementit deems necessary. Without limiting the generality of the foregoing, each Holder of Buyer and Merger Sub acknowledges that the Company neither Seller has made or makes no any representation or warranty warranty, either expressed or implied, except as exclusively set forth in this Agreement, the Ancillary Agreements or any certificates delivered pursuant to this Agreement or the Ancillary Agreements including without limitation, with respect to (ia) any projections, estimates or budgets delivered to or made available to the Holder Buyer or Merger Sub of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors or the future business and operations of the Company and the Guarantors or (iib) any other information or documents made available to such Holder Buyer or its Merger Sub or their counsel, accountants or advisors with respect to the Company or the Guarantors or their its respective businesses or operations, except as expressly set forth in this AgreementAgreement or the Ancillary Agreements.

Inspections; No Other Representations. Each Holder Seller is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation of companies such as the transactions contemplated hereunderBuyer. Each Holder Seller 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. Each Holder Seller acknowledges that the Company Buyer has given such Holder complete and open Seller full access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company Buyer Group. Seller will undertake prior to Closing such further investigation and its subsidiariesrequest such additional documents and information as it deems necessary. Each Holder Seller agrees to accept the New Notes on the Closing Date Stock Consideration based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanyBuyer (or any other Person), except as expressly set forth in this Agreementthe Transaction Documents. Without limiting the generality of the foregoing, each Holder Seller acknowledges that the Company neither Buyer nor any other Person makes no or has made any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Buyer Group or the future business and operations of the Company and the Guarantors Buyer Group or (ii) any other information or documents made available to such Holder Seller or its counsel, accountants or advisors with respect to the Company or the Guarantors Buyer Group or their respective businesses or operations, except as expressly set forth in this Agreementthe Transaction Documents.

Inspections; No Other Representations. Each Holder Buyer is knowledgeable about the tobacco products industry, is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as members of the transactions RJRI Group as contemplated hereunder. Each Holder Buyer 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 Agreementthe Transaction Documents. Each Holder Buyer acknowledges that the Company has Sellers have given such Holder complete and open Buyer sufficient access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company RJRI Group. Buyer will undertake prior to Closing such further investigation and its subsidiariesrequest such additional documents and information as it deems necessary. Each Holder Buyer agrees to accept the New Notes Shares and the Purchased Assets in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySellers, except as expressly set forth in this Agreementthe Transaction Documents. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company makes Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Business or the future business and operations of the Company and the Guarantors Business or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company RJRI Companies or the Guarantors Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the transactions Company Group, as contemplated hereunder. Each Holder Buyer 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. Each Holder Buyer acknowledges that the Company Seller has given such Holder complete and open Buyer full access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company Group. Buyer will undertake prior to Closing such further investigation and its subsidiariesrequest such additional documents and information as it deems necessary. Each Holder Buyer agrees to accept the New Notes Shares (and the related members of the Company Group and their respective assets and liabilities) in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller (or any other Person), except as expressly set forth in this Agreementthe Transaction Documents. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company neither Seller nor any other Person makes no or has made any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Group or the future business and operations of the Company and the Guarantors Group or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company or the Guarantors Group or their respective businesses or operations, except as expressly set forth in this Agreementthe Transaction Documents.

Inspections; No Other Representations. Each Holder Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the transactions Company as contemplated hereunderunder this Agreement. Each Holder Buyer 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. Each Holder Buyer acknowledges that the Company Seller has given such Holder complete and open Buyer access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company Company. Buyer will undertake prior to Closing such further investigation and its subsidiariesrequest such additional documents and information as it deems necessary. Each Holder Buyer agrees to accept the New Notes on the Closing Date Company Interests based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (ia) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors or the future business and operations of the Company and the Guarantors other than as expressly set forth in this Agreement or (iib) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company Interests or the Guarantors Company or their respective businesses its business or operationsoperation, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, (MP) 08481/006/APA/APA.doc experienced in the evaluation and purchase of property and assets such as the transactions Purchased Assets and the Purchased Securities as contemplated hereunder. Each Holder Buyer 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. Each Holder Buyer acknowledges that the Company Seller has given such Holder Buyer complete and open access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company Transferred Organization. Buyer acknowledges and its subsidiaries. Each Holder agrees that the Purchased Assets and the Purchased Securities are sold “as is” and Buyer agrees to accept the New Notes Purchased Assets, the Purchased Securities and the Transferred Organization in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Transferred Organization or the future business and operations of the Company and the Guarantors Transferred Organization or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company or the Guarantors or their respective businesses or operationsTransferred Organization, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder Buyer, through its Affiliates, is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of companies such as the transactions Company and Subsidiaries as contemplated hereunder. Each Holder Buyer (directly or through its Affiliates) 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 Agreementthe Transaction Documents. Each Holder Buyer acknowledges that the Company has Parent and its Affiliates have given such Holder complete and open Buyer access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company and its subsidiaries. Each Holder agrees to accept the New Notes on the Closing Date based upon its own inspectionSubsidiaries and, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Companyextent related to the Company or any Subsidiary, except Parent and its Affiliates. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as expressly set forth in this Agreementit deems necessary. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that the Company makes Parent and its Affiliates make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Subsidiaries or the future business and operations of the Company and the Guarantors Subsidiaries or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company Company, Subsidiaries, Parent, any of Parent's Affiliates or any of the Guarantors or their respective businesses foregoing business, assets, liabilities or operations, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Each Holder Buyer is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of businesses such as its acquisition of the transactions Shares as contemplated hereunder. Each Holder Buyer 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. Each Holder Buyer acknowledges that the Company has Sellers have given such Holder complete and open Buyer access (to the extent requested by such Holder) to the key employees, documents and documents facilities of the Company Business. Buyer will undertake prior to Closing such further investigation and its subsidiariesrequest such additional documents and information as it deems necessary. Each Holder agrees to accept the New Notes on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance Buyer is not relying upon any express or implied representations or warranties of any nature made by any Seller or on behalf any Company or any of their respective directors, officers, employees, stockholders, partners, members, advisors or imputed to the Companyother representatives, except as specifically and expressly set forth in this AgreementArticle 3 or in any certificate or instrument delivered by the Sellers hereunder. Without limiting the generality of the foregoing, each Holder Buyer acknowledges that none of the Sellers, any Company or any of their respective Affiliates makes no any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors or the future business and operations of the Company and the Guarantors Business or (ii) any other information or documents made available to such Holder Buyer or its counsel, accountants or advisors with respect to the Company or the Guarantors or their respective businesses or operationsBusiness, in each case, except as expressly set forth in this AgreementArticle 3 or in any certificate or instrument delivered by the Sellers hereunder.

Inspections; No Other Representations. Each Holder Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors advisors, experienced in the evaluation and purchase of properties and assets such as the transactions Acquired Assets and assumption of liabilities such as the Assumed Obligations as contemplated hereunder. Each Holder Purchaser 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. Each Holder Purchaser acknowledges that the Company Seller has given such Holder Purchaser complete and open access (to the extent requested by such Holder) to the key employees, documents and documents facilities of BOS 46,600,661 v6 the Company Business. Purchaser acknowledges and its subsidiaries. Each Holder agrees that the Acquired Assets are being sold on an “as is, where is” basis and Purchaser agrees to accept the New Notes Acquired Assets and the Assumed Obligations in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the CompanySeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Holder Purchaser acknowledges that the Company Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to the Holder Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company and the Guarantors Business or the future business and prospects or operations of the Company and the Guarantors Business, or (ii) any other information or documents made available to such Holder Purchaser or its counsel, accountants, representatives, agents or advisors with respect to the Company or the Guarantors or their respective businesses or operationsBusiness, except as expressly set forth in this Agreement.