Investigation; No Other Representations or Warranties. Each of the Company, Blocker, Parent, Blocker Merger Sub and Company Merger Sub acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, with respect to Parent, Blocker Merger Sub and Company Merger Sub, Blocker, the Company and its Subsidiaries, and with respect to the Company and Blocker, Parent, Blocker, Merger Sub and Company Merger Sub, and in each case their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with such investigation, Parent, Blocker Merger Sub and Company Merger Sub, and their respective representatives have received from Blocker or the Company or their respective representatives certain other estimates, projections and other forecasts for Blocker, the Company and its Subsidiaries and certain estimates, plans and budget information. Each of Parent, Blocker Merger Sub and Company Merger Sub, on behalf of itself, acknowledges and agrees that there are uncertainties inherent in attempting to make such projections, forecasts, estimates, plans and budgets; that Parent, Blocker Merger Sub and Company Merger Sub are familiar with such uncertainties; that Parent, Blocker Merger Sub and Company Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to them or their Affiliates or representatives; and that Parent, Blocker Merger Sub and Company Merger Sub will not (and will cause all of their respective Subsidiaries or other Affiliates or any other Person acting on their behalf to not) assert any claim or cause of action against Blocker, the Company or any of their respective direct or indirect partners, directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such Person liable with res...
Investigation; No Other Representations or Warranties. Each Devon Party has undertaken such investigation 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 the other Transaction Agreements to which it is a party. Devon Gas Services has had an opportunity to ask questions and receive answers from Crosstex regarding the terms and conditions of the offering of the Devon Merger Consideration and the business, properties, prospects, and financial condition of New Public Rangers. The foregoing investigation, however, does not modify the representations and warranties of Crosstex in Article III. Each of the Devon Parties acknowledges that such representations and warranties in this Agreement, the Crosstex Disclosure Letter or in the certificate referenced in Section 7.2(d) constitute the sole and exclusive representations and warranties of Crosstex to the Devon Parties in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. Except for the representations and warranties contained in this Article IV, in the Devon Disclosure Letter or in the certificate referenced in Section 7.3(d), neither the Devon Parties nor any other Person makes any other express or implied representation or warranty, and Crosstex hereby disclaims reliance on any other representation or warranty, on behalf of or relating to the Devon Parties or any of their Affiliates, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects.
Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation of the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections.
Investigation; No Other Representations or Warranties. (a) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, (1) NEITHER TEMA NOR ANY OTHER PERSON ON BEHALF OF TEMA MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO TEMA OR THE COMPANY OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, ASSETS, LIABILITIES OR CONDITIONS (FINANCIAL OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS, AND (2) TEMA HEREBY DISCLAIMS ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING DISCLAIMER AND EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE HEREIN AND IN THE OTHER TRANSACTION DOCUMENTS AND WITHOUT LIMITING OR WAIVING ANY CLAIMS OF KLRE OR ANY KLRE INDEMNIFIED PARTY FOR ANY ACTS OF FRAUD ON THE PART OF ANY TEMA INDEMNIFIED PARTY OR THE COMPANY, NEITHER TEMA, THE COMPANY NOR ANY OTHER PERSON ON BEHALF OF TEMA OR THE COMPANY MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY TO KLRE OR ANY OF ITS AFFILIATES OR REPRESENTATIVES WITH RESPECT TO (i) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR PROSPECT INFORMATION RELATING TO TEMA OR THE COMPANY OR THEIR RESPECTIVE BUSINESSES, (ii) ANY ORAL OR WRITTEN INFORMATION PRESENTED TO KLRE OR ANY OF ITS AFFILIATES OR REPRESENTATIVES IN THE COURSE OF THEIR DUE DILIGENCE INVESTIGATION OF TEMA OR THE COMPANY, THE NEGOTIATION OF THIS AGREEMENT OR IN THE COURSE OF THE TRANSACTIONS, (iii) TITLE TO ANY OF THE CONTRIBUTED ASSETS OR THE ACQUIRED UNITS, (iv) THE CONTENTS, CHARACTER OR NATURE OF ANY (A) REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE CONTRIBUTED ASSETS OR (B) ANY DESCRIPTIVE MEMORANDUM RELATING TO THE BUSINESS OF THE COMPANY, THE ACQUIRED UNITS OR THE CONTRIBUTED ASSETS, (v) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONTRIBUTED ASSETS, (vi) ANY ESTIMATES OF THE VALUE OF THE ACQUIRED UNITS, THE CONTRIBUTED ASSETS OR, IN EACH CASE, FUTURE REVENUES GENERATED THEREBY, (vii) THE PRODUCTION OF PETROLEUM SUBSTANCES FROM THE CONTRIBUTED ASSETS OR WHETHER PRODUCTION HAS BEEN CONTINUOUS OR IN PAYING QUANTITIES, (viii) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE BUSINESS OF THE COMPANY OR THE CONTRIBUTED ASSETS, (ix) THE CONTENT, CHARACTER OR NATURE OF AN...
Investigation; No Other Representations or Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access to the properties, premises and records of the Company and its subsidiaries for this purpose. In entering into this Agreement, each of Parent and Merger Sub has relied upon its own investigation and analysis, and each of Parent and Merger Sub acknowledges that, except for the representations and warranties contained in Article III, each of Parent and Merger Sub acknowledges that neither the Company nor any other person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its subsidiaries with respect to any other information provided to Parent or Merger Sub in connection with the transactions contemplated by this Agreement. ARTICLE V
Investigation; No Other Representations or Warranties. (a) Buyer and Merger Sub have conducted a thorough review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and acknowledge that Buyer and Merger Sub have been provided access to the personnel, properties, premises and records of the Company and relevant personnel and records of the Seller for such purpose.
Investigation; No Other Representations or Warranties. (a) Buyer has conducted a thorough review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company and relevant personnel and records of the Seller for such purpose.
Investigation; No Other Representations or Warranties. (a) The Acquiring Party acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Station and its business and operations, and Acquiring Party has been furnished with or given full access to such information about the Station and its business and operations as it has requested. Acquiring Party has not received from the Conveying Party any projections related to the Station or its business or operations.
Investigation; No Other Representations or Warranties. (a) Buyer and Merger Sub have conducted their own investigation of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and the Subsidiaries and acknowledge that Buyer and Merger Sub have been provided access to the personnel, properties, premises and records of the Company and the Subsidiaries and relevant personnel and records of Seller for such purpose.
Investigation; No Other Representations or Warranties. (a) Each of the parties acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon has formed an independent judgment concerning, Parent, the Company and their respective Subsidiaries, and, in each case, their businesses and operations, and each such Person has requested such documents and information from each of the other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. Each such Person acknowledges and agrees that it has had an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In entering into this Agreement, each party acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the other party, except as set forth in Section 5.7(b).
