Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof and each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained herein, the Purchased Assets are being transferred on a “where is” and, as to condition, “as is” basis. Each of Parent and Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Real Estate Partners L P), Asset Purchase Agreement
Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof and each of Parent (as modified by the Schedules hereto), and Purchaser acknowledges and agrees that, except for the representations and warranties contained hereintherein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Each of Parent and Purchaser acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth hereininvestigation.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Flowers Foods Inc)
Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser Buyer acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof IV (as modified by Sellers’ Disclosure Schedule), and each of Parent and Purchaser Buyer acknowledges and agrees that, except for the representations representations, warranties and warranties covenants contained hereintherein, the Purchased Assets and the Business are being transferred on a “where is” and, as to condition, “as is” basis. Each of Parent and Purchaser Buyer acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser has Buyer relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth hereininvestigation.
Appears in 1 contract
Samples: Acquisition Agreement (Proliance International, Inc.)
Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser the Buyer acknowledges and agrees that Sellers are the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers the Company in Article V hereof III (as modified by the Company Disclosure Schedule), and each of Parent and Purchaser the Buyer acknowledges and agrees that, except for the representations and warranties contained hereintherein, the Purchased Assets assets and the business of the Company and its Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Each of Parent and Purchaser The Buyer acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business condition, operations and business of the Company and its Subsidiaries and, in making the its determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser the Buyer has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth hereininvestigation.
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Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, the Purchaser acknowledges and agrees that Sellers are the Company is not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers the Company in Article V hereof IV (as modified by the Schedules hereto), and each of Parent and the Purchaser acknowledges and agrees that, except for the representations and warranties contained hereintherein, the Purchased Assets assets and the business of the Company and its Subsidiaries are being transferred on a “where is” and, as to condition, “as is” basis. Each of Parent and The Purchaser acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business condition, operations and business of the Company and its Subsidiaries and, in making the its determination to proceed with the transactions contemplated by this Agreement, each of Parent and the Purchaser has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth hereininvestigation.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Vantiv, Inc.)
Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof and each of Parent and Purchaser acknowledges and agrees that, except for the representations and warranties contained herein, the Purchased Assets are being transferred on a “"where is” " and, as to condition, “"as is” " basis. Each of Parent and Purchaser acknowledges that it has conducted to its satisfaction, its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth herein.
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Condition of the Business. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Sellers are not making any representations or warranties whatsoever, express or implied, beyond those expressly given by Sellers in Article V hereof and each of Parent (as modified by the Schedules hereto), and Purchaser acknowledges and agrees that, except for the representations and warranties contained hereintherein, the Purchased Assets and the Business are being transferred on a “"where is” " and, as to condition, “"as is” " basis. Each of Parent and Purchaser acknowledges that it has conducted to its satisfaction, satisfaction its own independent investigation of the Business and, in making the determination to proceed with the transactions contemplated by this Agreement, each of Parent and Purchaser has relied on the results of its own independent investigation and the representations, warranties, covenants and agreements of Sellers set forth hereininvestigation.
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