Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Shares as contemplated hereunder. 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. Buyer acknowledges that Seller has given Buyer access to certain documents of the Business. Buyer acknowledges that the representations and warranties contained in Article 3 and in any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties made by Seller in connection with the transactions contemplated herein. Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the future business and operations of the Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyer.

Inspections; No Other Representations. Buyer Purchaser is an informed and sophisticated purchaser, and has engaged expert advisorsadvisers, experienced in the evaluation and purchase of property properties and assets such as the Purchased Assets and assumption of liabilities such as the Shares Assumed Liabilities as contemplated hereunder. Buyer 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. Buyer Purchaser acknowledges that Seller has given Buyer Purchaser complete and open access to certain the key employees, documents and facilities of the Business. Buyer Purchaser acknowledges and agrees that the Purchased Assets are being sold on an “as is, where is” basis and Purchaser agrees to accept the Purchased Assets and the Assumed Liabilities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters and without reliance upon any express or implied representations and or warranties contained in Article 3 and in of any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties nature made by Seller or on behalf of or imputed to Seller, except as expressly set forth in connection with this Agreement. Without limiting the transactions contemplated herein. Buyer generality of the foregoing, Purchaser acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives 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 Business or the future business and prospects or operations of the Business or (ii) any other information or documents made available to Purchaser or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyer.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Shares as contemplated hereunder. 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. Buyer acknowledges that Seller has given Buyer access to certain documents of the Business. Buyer acknowledges and agrees that the Purchased Assets and the Shares are sold “as is” and Buyer agrees to accept the Purchased Assets and the Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 Seller, except as expressly set forth in this Agreement and warranties contained in Article 3 and the other Transaction Documents or in any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties made by Seller in connection accordance with the transactions contemplated hereinterms hereof or thereof. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or the future business and operations of the Business or (ii) except as expressly set forth in this AgreementAgreement and the other Transaction Documents or in any certificate delivered by Seller in accordance with the terms hereof or thereof, any other information or documents made available to Buyer or its Representatives with respect to the Business; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyer.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, purchaser experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and the Shares Subsidiaries as contemplated hereunder. 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 AgreementAgreement and the Buyer Ancillary Agreements. Buyer acknowledges that Seller has given Buyer complete and open access to certain the key AF Employees and to the documents and facilities of the BusinessCompany and the Subsidiaries. Buyer acknowledges that agrees to accept the Shares and the Company 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 and or warranties contained in Article 3 and in of any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties nature made by Seller or on behalf of or imputed to Seller, except as expressly set forth in connection with this Agreement. Without limiting the transactions contemplated herein. generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business Company and the Subsidiaries or the future business and operations of the Business Company and the Subsidiaries or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives counsel, accountants or advisors with respect to the Business; provided that nothing herein shall preclude any claim Company or the Subsidiaries or their respective businesses or operations, except as expressly set forth in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyerthis Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, purchaser and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets Company and the Shares its Subsidiaries as contemplated hereunder. 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 and each other Transaction Agreement. Buyer acknowledges that Seller has given Buyer complete and open access to certain the key employees, documents and facilities of the BusinessCompany and its Subsidiaries. Buyer agrees to accept the Shares and the Company and its Subsidiaries 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 Seller, except as expressly set forth in this Agreement or the other Transaction Agreements. Without limiting the generality of the foregoing, Buyer acknowledges that the representations and warranties contained in Article 3 and in neither Seller nor any certificate of its Affiliates nor any of their respective representatives makes or closing document delivered pursuant to this Agreement are the only representations and warranties has made by Seller in connection with the transactions contemplated herein. Buyer acknowledges that Seller makes no any representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business Company and its Subsidiaries or the future business and operations of the Business Company and its Subsidiaries or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business; provided that nothing herein shall preclude any claim Company and its Subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement or the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyerother Transaction Agreements.

Inspections; No Other Representations. Buyer is an Buyers are informed and sophisticated purchaserpurchasers, and has have engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Shares as contemplated hereunder. Buyer has The Buyers have undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it Buyers to make an informed and intelligent decision with respect to the execution, delivery and performance of this AgreementAgreement and the ancillary Agreements. Buyer acknowledges that Seller has given Buyer access to certain documents of the Business. Buyer acknowledges that the representations and warranties contained Except as expressly set forth in this Agreement (including Article 3 and 6 of this Agreement), the Buyers acknowledge and agree that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any certificate express or closing document delivered pursuant to this Agreement are the only implied representations and or warranties of any nature made by Seller or on behalf of or imputed to any Seller. Without limiting the generality of the foregoing, except as expressly set forth in connection with the transactions contemplated herein. Buyer acknowledges this Agreement, Buyers acknowledge that Seller makes Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives Buyers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of with respect to the Business or the future business and operations of the Business or Purchased Assets, (ii) except as expressly set forth any standard operating procedures or other compliance-related documents included in this Agreement, the Purchased Assets or (iii) any other information or documents made available to Buyer Buyers or its Representatives counsel, accountants or advisors with respect to the Business; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against BuyerPurchased Assets.

Inspections; No Other Representations. Each Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets companies such as the Purchased Assets and the Shares Companies as contemplated hereunder. Each 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 the Transaction Agreements. Buyers acknowledge that Freeport has given Buyers complete and open access to the documents and facilities of the Companies. Buyers will undertake prior to Closing such further investigation and request such additional documents and information as Buyers deem necessary. Buyers agree to accept the Subject Shares and the Companies in the condition they are in on the Closing Date subject to the terms and conditions hereof based upon their 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 Freeport, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, each Buyer acknowledges that Seller has given Buyer access to certain documents of the Business. Buyer acknowledges that the representations and warranties contained in Article 3 and in any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties made by Seller in connection with the transactions contemplated herein. Buyer acknowledges that Seller Freeport makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives either Buyers of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business Companies or the future business and operations of the Business Companies, or (ii) any other information or documents made available to either Buyer or its counsel, accountants or advisors with respect to the Companies or their respective businesses or operations, except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Business; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyer.