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 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 Sellers have given Buyer complete and open access to the key employees, documents and facilities of the Business. Buyer acknowledges and agrees that the Purchased Assets 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 Sellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Sellers make no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Business or the future business and operations of the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this Agreement.

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 such as the Purchased Assets as contemplated hereunderBusiness. 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 Sellers have given Buyer complete and open access agrees, subject to the key employeesexpress terms hereof, documents and facilities of the Business. Buyer acknowledges and agrees that the Purchased Assets are sold "as is" and Buyer agrees to accept the Purchased Assets and assume the Business Assumed Liabilities in the condition they are in on the Closing Date based on upon 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 SellersSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer acknowledges that Sellers make Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Business or Purchased Assets or the future business and operations of the Business thereof or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this AgreementBusiness or the Purchased Assets or the businesses or operations thereof.

Inspections; No Other Representations. Buyer Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property properties and assets such as the Purchased Assets and assumption of liabilities such as the 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 Sellers have given Buyer complete Purchaser reasonable and open access to 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 Buyer Purchaser 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, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer Purchaser acknowledges that Sellers make have made no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer 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 Buyer or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property properties and assets such as the Purchased Assets and assumption of liabilities such as the Assumed Liabilities 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 Purchaser acknowledges that Sellers have Seller has given Buyer Purchaser complete and open access to 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 Buyer Purchaser agrees to accept the Purchased Assets and the Business 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, matters and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to SellersSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer Purchaser acknowledges that Sellers make Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer 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 Buyer Purchaser or its counsel, accountants or advisors with respect to the Business, except as expressly set forth in this Agreement.

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 Purchased Securities 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 Sellers have Seller has given Buyer complete and open access to the key employees, documents and facilities of the BusinessTransferred Organization. Buyer acknowledges and agrees that the Purchased Assets and the Purchased Securities are sold "“as is" ” and Buyer agrees to accept the Purchased Assets Assets, the Purchased Securities and the Business Transferred Organization in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 SellersSeller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Sellers make Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to 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 Business Transferred Organization or the future business and operations of the Business Transferred Organization or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the BusinessTransferred Organization, except as expressly set forth in this Agreement.