Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company, which investigation, review and analysis was done by Buyer and its affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts and records of the Company and its Subsidiaries for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it shall not be entitled to rely on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) agrees that none of Seller, the Company nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities laws, or otherwise but excluding fraud) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereof.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the CompanyCompany and the Division Entities, which investigation, review and analysis was done by Buyer and its affiliates Affiliates and, to the extent Buyer deemed appropriate, by Buyer's ’s representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts Contracts and records of the Company and its Subsidiaries the Division Entities for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it has not relied on, and shall not be entitled to rely on on, any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) . Buyer agrees that none of Seller, the Company Company, the Division Entities nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities laws, or otherwise but excluding fraud) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereof, except as provided in this Agreement or the Transition Agreement.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the CompanyCompany and the Division Entities, which investigation, review and analysis was done by Buyer and its affiliates Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts Contracts and records of the Company and its Subsidiaries the Division Entities for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it has not relied on, and shall not be entitled to rely rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) agrees that none of Seller, the Company Company, the Division Entities nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities lawsLaws, or otherwise but excluding [Washington DC #361873 v9] 29 fraud) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereof.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the CompanyCompany and the Division Entities, which investigation, review and analysis was done by Buyer and its affiliates Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts Contracts and records of the Company and its Subsidiaries the Division Entities for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it has not relied on, and shall not be entitled to rely on on, any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) . Buyer agrees that none of Seller, the Company Company, the Division Entities nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities laws, or otherwise but excluding fraud) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereof, except as provided in this Agreement or the Transition Agreement.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company, which investigation, review and analysis was done by Buyer and its affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts Contracts and records of the Company and its Subsidiaries the Division Entities for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set DIAGNOSTIC DIVISION-GORES forth in this Agreement, it has not relied on, and shall not be entitled to rely rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) agrees that none of Seller, the Company Company, the Division Entities nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities laws, or otherwise but excluding fraudfraud or intentional misconduct) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereofof this Agreement, except as otherwise set forth herein.

Investigation by Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the CompanyCompany and the Division Entities, which investigation, review and analysis was done by Buyer and its affiliates Affiliates and, to the extent Buyer deemed appropriate, by Buyer's representatives. Buyer acknowledges that Seller has provided Buyer with access to the properties, premises, contracts Contracts and records of the Company and its Subsidiaries the Division Entities for this purpose. Except as and to the extent expressly set forth herein and subject to the limitations and restrictions contained herein, Buyer (i) acknowledges that, except for those representations or warranties expressly set forth in this Agreement, it has not relied on, and shall not be entitled to rely SURGERY CENTERS DIVISION rely, on any representation or warranty, either express or implied, previously made by Seller, the Company or any of their respective agents, representatives, employees or affiliates Affiliates as to the accuracy or completeness of any of the information provided or made available to Buyer or its agents or representatives, and (ii) agrees that none of Seller, the Company Company, the Division Entities nor the Company's Subsidiaries or any of their respective agents, representatives, employees or affiliates Affiliates has or shall have any liability or responsibility whatsoever to Buyer or any of its agents or representatives on any basis (including in contract or tort, under federal or state securities lawsLaws, or otherwise but excluding fraud) based upon any information provided or made available, or statements made, to Buyer or its agents or representatives prior to the date hereof.