Due Investigation. Before acquiring any Interest in the Company, each Member has investigated the Company and its business and the Company has made available to each Member all information necessary for the Member to make an informed decision to acquire an Interest in the Company. Each Member considers itself to be a Person possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member's investment in the Company.
Due Investigation. Buyer (i) has performed its own independent investigation, analysis and assessment of the Business, assets, condition, operations and prospects of the Company, and during the course of conducting such investigation, analysis and assessment, the Buyer has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that Seller and the Company have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Buyer or any of its representatives, except those expressly set forth in this Agreement, and (iii) has decided to enter into and consummate the transactions contemplated by this Agreement and the Ancillary Agreements based upon its own independent judgment and underwriting and analysis.
Due Investigation. Standby Purchaser (a) has performed its own independent investigation, analysis and assessment of Members Mutual and its Subsidiaries, including HoldCo, (b) acknowledges that HoldCo and Members Mutual have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Standby Purchaser or any of its representatives, except those expressly set forth in this Agreement, (c) acknowledges that it has not relied on HoldCo or Members Mutual or their respective representatives’ opinions or underwriting and actuarial criteria and analyses, and (d) has reached its own independent judgments to enter into and consummate this Agreement based upon its own independent judgments and underwriting and actuarial criteria and analyses.
Due Investigation. NICO and its Affiliates have such knowledge and experience in financial, business and insurance matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the Ancillary Agreements. NICO has conducted its own independent review and analysis of the A&P Business and acknowledges and agrees that the CNA Parties have provided NICO with access to the personnel, properties, premises and Books and Records relating to the A&P Business for this purpose. In entering into this Agreement, NICO has relied solely upon its own investigation and analysis, and NICO acknowledges and agrees in respect of the transactions contemplated under this Agreement and the Ancillary Agreements (a) that, except for the representations and warranties contained in Article III of this Agreement, none of the CNA Parties, their Affiliates or their respective Representatives makes or has made any representation or warranty, either express or implied, with respect to the A&P Business or as to the accuracy or completeness of any of the information (including any projections, estimates or other forward looking information) provided (including in any management presentations, information memorandum, ratings agency presentations, supplemental information or other materials or information with respect to any of the above) or otherwise made available to NICO, its Affiliates or their respective Representatives and (b) that subject to Article IX hereof, to the fullest extent permitted by Applicable Law, the CNA Parties, their Affiliates and their respective Representatives shall not have any liability whatsoever to NICO, its Affiliates or their respective Representatives on any basis (including in contract or tort or otherwise) based upon any such information provided or made available, or statements made (or any omissions therefrom), in each case prior to the Closing, to NICO, its Affiliates or their respective Representatives, except as and only to the extent expressly set forth herein with respect to the express representations and warranties contained in Article III of this Agreement. For the avoidance of doubt, nothing in this Section 4.11 is intended to alter or impact any express contractual right, agreement or remedy provided for in the Ancillary Agreements.
Due Investigation. Indemnitor has delivered to Lender the Environmental Information which constitutes due investigation of (a) the present and past uses of the Property including due inquiry of the appropriate governmental agencies and offices and Indemnitor has examined or been advised of Environmental Laws (defined herein); and (b) the condition of all buildings and other improvements on the Property under applicable Building Laws (defined herein). Upon Indemnified Agent's or a Secured Party's request, Indemnitor will provide Indemnified Agent and the Secured Parties with a written summary of Indemnitor's investigations and copies of all written inquiries and responses to and from applicable governmental authorities.
Due Investigation. Before acquiring any Interest in the Company, each Member has investigated the Company and its business and the Company has made
Due Investigation. Before acquiring any Units in the Company, each Member investigated the Company and its business and the Company previously made available to each Member all information necessary for the Member to make an informed decision to acquire Units in the Company. Each Member considers itself to be a person or entity possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member’s investment in the Company.
Due Investigation. Berkshire Life has such knowledge and experience in financial, business and insurance matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the Ancillary Agreements and is capable of bearing the economic risks of such transactions. Berkshire Life has conducted such independent review and analysis of the Business Covered as it deemed appropriate and acknowledges and agrees that CGLIC has provided Berkshire Life with access to the personnel, properties, premises and Books and Records relating to the Business Covered for this purpose. In entering into this Agreement, Berkshire Life has not relied on any factual representations of CGLIC, its Affiliates or their respective Representatives other than the representations and warranties contained in ARTICLE III of this Agreement, as to which it shall be entitled to rely notwithstanding any such independent review.
Due Investigation. The Purchaser (i) has performed its own independent investigation, analysis and assessment of the Renewal Rights and the Transferred Assets, and that during the course of conducting such investigation, analysis and assessment, the Purchaser has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that the Sellers Parties have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to the Purchaser or any of its Representatives, except those expressly set forth in this Agreement, (iii) acknowledges that it has not relied on the Seller Parties’ or their Representatives’ opinions or underwriting and actuarial criteria and analyses, and (iv) has reached its own independent judgments to enter into and close this Agreement and the Ancillary Agreements based upon its own independent judgments and underwriting and actuarial criteria and analyses. Nothing in the foregoing shall be deemed to operate as a waiver or release by the Purchaser of the Seller Parties from any representation, warranty, covenant or agreement expressly contained in this Agreement.
Due Investigation. 38 8.5 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 8.6
