Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. Purchaser acknowledges that it has conducted its own independent investigation and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and analysis was done by Purchaser and its Affiliates and/or Representatives. Purchaser acknowledges that it has had a full and fair opportunity to conduct such review, investigation, physical inspection and testing of the Assets of the Company, including without limitation, the Facilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the Assets. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations, statements or opinions of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles III and IV and the Disclosure Schedules thereto), including factual representations or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writing. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made in Articles III and IV, none of the Seller, its Affiliates or its Representatives make or have made, and Purchaser has not and will not rely upon, any representation or warranty, express or implied, with respect to the Company or its Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company or its business by Purchaser after Closing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except in the event of any intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the Assets.

Investigation by Purchaser. Purchaser acknowledges that it has conducted its own independent investigation review and analysis of the businessConveyed Assets, operations, assets, liabilities, results of operations, financial condition the Assumed Liabilities and prospects the Business and the Intellectual Property that is the subject of the Company, which investigation, review Intellectual Property Transfer Agreements and analysis was done by Purchaser the Intellectual Property License Agreement and its Affiliates and/or Representatives. Purchaser acknowledges that it Purchaser has had a full been provided access to the personnel, properties, premises and fair opportunity records of Seller relating to conduct such reviewthe Conveyed Assets, investigation, physical inspection the Assumed Liabilities and testing the Business and the Intellectual Property that is the subject of the Assets of the Company, including without limitation, the Facilities Intellectual Property Transfer Agreements and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the AssetsIntellectual Property License Agreement for such purpose. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review express representations and analysis and has not relied on any factual representations, statements or opinions of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles Article III of this Agreement and IV in the Related Instruments (if any) and the Disclosure Schedules thereto), including factual representations or opinions stated by covenants of Seller set forth in this Agreement and in the Seller or its Representatives during the course of the independent investigation, whether given orally or in writingRelated Instruments and Purchaser’s own investigation and analysis. Purchaser hereby agrees acknowledges that, except as set forth in Article III of this Agreement and acknowledges that (a) other than in the express warranties and representations made in Articles III and IVRelated Instruments, none of Seller or any of its Affiliates (including in the case of Seller, its Affiliates for purposes of this Section 4.7 only, Wyeth and Amgen Inc. and their respective Affiliates) or its Representatives make any of their respective directors, officers, employees, Affiliates, agents, advisors or have made, and Purchaser has not and will not rely upon, representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchaser or any of its Affiliates or any of their respective directors, officers, employees, Affiliates, agents, advisors or representatives. Purchaser acknowledges that, except as expressly set forth in the representations and warranties in Article III of this Agreement and in the Related Instruments (if any): (i) there are no representations or warranties by Seller of any kind, express or implied, with respect to the Company Business, the Conveyed Assets or its Assets as to (i) merchantability or fitness for any particular use or purposethe Assumed Liabilities and the Intellectual Property that is the subject of the Intellectual Property Transfer Agreements and the Intellectual Property License Agreement, and (ii) that Purchaser is purchasing the operation Conveyed Assets “where is” and “as is” and “with all faults”. Without limiting the generality of the Company or its business by Purchaser after Closingforegoing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except as expressly set forth in the event representations and warranties in Article III of any intentionalthis Agreement and in the Related Instruments (if any), fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the AssetsTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Investigation by Purchaser. Purchaser acknowledges that it has conducted its own independent investigation investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition condition, and prospects of the Company, which investigation, review Company and analysis was done by its Subsidiaries to the extent Purchaser and its Affiliates and/or RepresentativesRepresentatives deemed appropriate. Purchaser acknowledges that it has had a full and fair opportunity its Representatives have been provided adequate access to conduct such reviewthe personnel, investigationpremises, physical inspection properties, assets, and testing Books and Records of the Assets Company and its Subsidiaries for purposes of its due diligence investigation and that such information is sufficient and Purchaser does not require additional information in order to enable Purchaser to make an informed decision to consummate the Company, including without limitation, the Facilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to transactions contemplated by this Agreement, and Purchaser has satisfied itself as to the condition of the Assets. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review review, and analysis and has not relied on any factual representations, statements representations or opinions of Seller or its Representatives (Seller, except the specific representations and express warranties of the Seller set forth in Articles ARTICLE II and ARTICLE III. Purchaser acknowledges and agrees, to the fullest extent permitted by Law and except for the representations and warranties of Seller set forth in ARTICLE II and ARTICLE III and IV and the Disclosure Schedules thereto)referred to above, including factual representations or opinions stated by the that Seller or its Representatives during the course Representatives, Affiliates, controlling Persons, or any other Person shall have no liability or responsibility whatsoever to Purchaser or its Representatives, Affiliates, controlling Persons or agents or any other Person on any basis (including in contract, tort or equity, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (including set forth in any of the independent investigation, whether given orally or information set forth in writing. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made in Articles III and IV, none of the Seller, its Affiliates or its Representatives make or have made, and Purchaser has not and will not rely upon, any representation or warranty, express or implied, with respect management presentations relating to the Company or its Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company or its business by Purchaser after Closing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except in the event of any intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution Subsidiaries made available to Purchaser, its Affiliates or Representatives ofits Representatives, in materials made available in any “data room” (virtual or Purchaser’s use ofotherwise), including any information relating to estimates delivered or made available, financial or other projections, in presentations by the Company’s or its Subsidiaries’ management, in discussions or responses to questions submitted by or on behalf of Purchaser, its business Affiliates or the Assets, and any information, documents, or material made available to Purchaserits Representatives, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted materials prepared by or on behalf of Purchaser Seller, or in any other form during or otherwise), to Purchaser or its Representatives, Affiliates, controlling Persons or agents (or any omissions therefrom). Without limiting the independent investigation or otherwise in expectation generality of the transactions contemplated foregoing, Seller makes no representation or warranty regarding any third party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by this Agreement. Purchaser acknowledges that by proceeding with any third parties for Seller, the Closing on its purchase of the Company, it will forever waive all claims against Seller Company or its Affiliates related to Subsidiaries, or any of their respective Affiliates, even if the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the Assetssame were made available for review by Purchaser or its Representatives.

Investigation by Purchaser. Purchaser acknowledges that it has conducted its own independent investigation review and analysis of the businessConveyed Assets, operations, assets, liabilities, results of operations, financial condition the Assumed Liabilities and prospects of the Company, which investigation, review Business and analysis was done by Purchaser and its Affiliates and/or Representatives. Purchaser acknowledges that it Purchaser has had a full been provided access to the personnel, properties, premises and fair opportunity records of Seller relating to conduct such review, investigation, physical inspection and testing of the Assets of the Company, including without limitationConveyed Assets, the Facilities Assumed Liabilities and the Leased Real Property, as Purchaser deems necessary or advisable in connection with its acquisition of Company pursuant to this Agreement, and Purchaser has satisfied itself as to the condition of the AssetsBusiness for such purpose. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual express representations, statements or opinions warranties and covenants of Seller or its Representatives (except the specific and express warranties of the Seller set forth in Articles Article III of this Agreement and IV set forth in the Related Instruments and the Disclosure Schedules thereto), including factual representations or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writingPurchaser's own investigation and analysis. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made that, except as set forth in Articles Article III and IVof this Agreement, none of the Seller, Seller or any of its Affiliates or its Representatives make any of their respective directors, officers, employees, Affiliates, agents, advisors or have made, and Purchaser has not and will not rely upon, representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchaser or any of its Affiliates or any of their respective directors, officers, employees, Affiliates, agents, advisors or representatives. Purchaser acknowledges that, except as expressly set forth in the representations and warranties in Article III of this Agreement and in the Related Instruments, there are no representations or warranties by Seller of any kind, express or implied, with respect to the Company Business, the Conveyed Assets or its the Assumed Liabilities, and that Purchaser is purchasing the Conveyed Assets "where is" (except as to (idescribed in Section 2.3(d)) merchantability or fitness for any particular use or purpose, (ii) the operation and "as is" and "with all faults" as of the Company or its business by Purchaser after Closingdate hereof, or (iii) subject to ordinary wear and tear. Without limiting the probable success or profitability generality of Company or its business after Closingthe foregoing, and (b) except as expressly set forth in the event representations and warranties in Article III of any intentionalthis Agreement and the Related Instruments, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the AssetsTHERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Investigation by Purchaser. Purchaser acknowledges that it pursuant to the Access Agreement, Seller has conducted its own independent investigation afforded Purchaser the opportunity for full and analysis complete investigations, examinations and inspections of the businessProperty, operations, assets, liabilities, results of operations, financial condition and prospects of Seller has provided Purchaser with the Company, which investigation, review documents and analysis was done by Purchaser and its Affiliates and/or Representativesmaterials listed on Schedule H attached hereto (the “Property Information”). Purchaser acknowledges that it and agrees that: (a) the Property Information delivered or made available to Purchaser and Purchaser’s Representatives by Seller, or any of its employees, agents or representatives may have been prepared by third parties; (b) Seller has had a full and fair opportunity to conduct such reviewnot made any independent investigation or verification of, investigation, physical inspection and testing of the Assets of the Company, including without limitationor has no knowledge of, the Facilities accuracy or completeness of, the Property Information, and the Leased Real PropertyProperty Information is provided to Purchaser expressly subject to errors, as omissions or change of status; (c) the Property Information delivered or made available to Purchaser deems necessary or advisable in connection with its acquisition and Purchaser’s Representatives is furnished to each of Company pursuant to this Agreementthem at the request, and for the convenience of, Purchaser, and Purchaser has satisfied itself agrees that Seller shall not have any liability to Purchaser or Purchaser’s Representatives resulting from Purchaser’s use of or reliance upon the Property Information; (d) except for Seller’s express representations and warranties contained herein, Purchaser is relying solely on its own investigations, examinations and inspections of the Property and those of Purchaser’s Representatives and is not relying in any way on the Property Information furnished by Seller, or any of its employees, agents or representatives; (e) except as to Seller’s express representations and warranties contained herein, Seller expressly disclaims any representations or warranties with respect to the condition accuracy or completeness of the Assets. In entering into this AgreementProperty Information and Purchaser releases Seller, Purchaser acknowledges that it has relied solely upon the aforementioned investigationand its employees, review agents and analysis representatives, from any and has not relied on any factual representations, statements or opinions of Seller or its Representatives all liability with respect thereto; and (except the specific and express warranties f) delivery of the Seller set forth Property Information to Purchaser shall in Articles III and IV and the Disclosure Schedules thereto), including factual representations no way be construed as creating any warranties or opinions stated by the Seller or its Representatives during the course of the independent investigation, whether given orally or in writing. Purchaser hereby agrees and acknowledges that (a) other than the express warranties and representations made in Articles III and IV, none of the Seller, its Affiliates or its Representatives make or have made, and Purchaser has not and will not rely upon, any representation or warrantyrepresentations, express or implied, as to the existence or non-existence, or nature of, any hazardous or toxic substance in, under or on the Property, and Purchaser is hereby advised to obtain advice from professional consultants and/or attorneys with respect to hazardous and toxic substances prior to deciding whether to purchase the Company or its Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Company or its business by Purchaser after Closing, or (iii) the probable success or profitability of Company or its business after Closing, and (b) except in the event of any intentional, fraudulent misrepresentation of a material fact by Seller, none of Seller, its Affiliates or its Representatives will be subject to any liability to Purchaser or to any other Person resulting from the distribution to Purchaser, its Affiliates or Representatives of, or Purchaser’s use of, any information relating to the Company, its business or the Assets, and any information, documents, or material made available to Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation or otherwise in expectation of the transactions contemplated by this Agreement. Purchaser acknowledges that by proceeding with the Closing on its purchase of the Company, it will forever waive all claims against Seller or its Affiliates related to the condition of the Assets, including without limitation, all claims based on Environmental Conditions, and shall assume all defects in and all risks associated with the AssetsProperty.