Independent Investigation; No Other Representations or Warranties Clause Samples

Independent Investigation; No Other Representations or Warranties. Prior to its execution of this Agreement, Buyer has conducted to its satisfaction an independent investigation and verification of the current condition and affairs of the Company, including with respect to the Company Systems, its components and the risks related thereto. Buyer further acknowledges that in making the decision to enter into this Agreement and to consummate the Transactions, Buyer has relied solely on (a) the results of such independent investigation and (b) upon the express written representations, warranties and covenants in this Agreement, the Transaction Documents and the Company Disclosure Schedule and has not, and will not, rely on any other statements, representations or advice from Seller, the Company or their respective Representatives. Buyer acknowledges that (x) it has had the opportunity to visit with Seller and the Company and meet with their respective Representatives to discuss the Company, the business of the Company Systems and their conditions and prospects and (y) it is not relying upon any financial models or projections concerning the business and future prospects of the Company. Without limiting the foregoing, Buyer expressly acknowledges the provisions set forth in Section 4.26.

Independent Investigation; No Other Representations or Warranties. SE Corp acknowledges that in making the decision to enter into this Agreement and to consummate the Transactions, SE Corp has relied solely on (a) the basis of its own independent investigation of Sand Hills and Southern Hills and the risks related thereto and (b) upon the express written representations, warranties and covenants in this Agreement. Without limiting the foregoing, SE Corp expressly acknowledges the provisions set forth in Section 3.8. Except for the representations and warranties contained in this Article IV, none of SE Corp, any of its Affiliates, any of its or their respective equity holders, trustees or Representatives, and any other Person has made or is making any other representation or warranty of any kind or nature whatsoever, oral or written, express or implied, with respect to SE Corp or its Affiliates, or its or their respective businesses, the Unit Consideration, this Agreement, the other Transaction Documents or the Transactions. Except for the representations and warranties contained in this Article IV, SE Corp disclaims, on behalf of itself and its Affiliates, (i) any other representations or warranties, whether made by SE Corp, any of its Affiliates, any of their respective equity holders, trustees or Representatives or any other Person and (ii) all Liabilities and responsibility for any other representation, warranty, opinion, projection, forecast, advice, statement or information made, communicated or furnished (orally or in writing) to SEP or its Affiliates.

Independent Investigation; No Other Representations or Warranties. Purchaser acknowledges that it has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of the Company Group and acknowledges that it has been afforded full access to the books and records, facilities and personnel of the Company Group for purposes of conducting a due diligence investigation and has conducted a full due diligence investigation of the Company Group. Purchaser is knowledgeable about the industries in which the Company Group operates and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and is able to bear the substantial economic risk of such investment for an indefinite period of time. Purchaser acknowledges and agrees that: (a) in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules); (b) none of the Seller, the Company Group or any other Person has made any representation or warranty as to the Seller, the Company Group, this Agreement or the transactions contemplated hereby, except as expressly set forth in Article III of this Agreement (including the related portions of the Disclosure Schedules) and (c) Purchaser does not have any knowledge that the representations and warranties of the Seller in this Agreement are not true and correct in all material respects. Without limiting the generality of the foregoing and except as expressly and specifically covered by a representation and warranty set forth in Article III, none of Seller, the Company Group or any other Person makes or has made any representation or warranty, either express or implied, as to (i) any projection, forecast, statement or information made, communicated, or furnished (orally or in writing) to Purchaser or its Affiliates or representatives (including the Confidential Information Memorandum dated Fall 2024 (the “Confidential Information Memorandum”)), (ii) any Law or regulation affecting the Company Group or its business that may be promulgated or become effective after the Closing, and (iii) any opinion, information, projection, document, material or advice that may have been or may be provided or made available to the Purchaser or any of its representatives by the...

Independent Investigation; No Other Representations or Warranties. Each of CAC and Growth Partners agrees that neither the Caesars Parties nor any of their Affiliates or advisors has made and shall not be deemed to have made, nor has CAC or Growth Partners nor any of their Affiliates relied on, any representation or warranty, express or implied, with respect to the Caesars Parties, their Subsidiaries, their business or the transactions contemplated by this Agreement, other than those representations and warranties explicitly set forth in Article VII of this Agreement. Each of CAC and Growth Partners further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Caesars Parties, their Subsidiaries and their businesses and (b) has been given adequate access to such information about the Caesars Parties, their Subsidiaries and their businesses as CAC and Growth Partners have reasonably requested.

Independent Investigation; No Other Representations or Warranties. THE P66 PARTIES ACKNOWLEDGE THAT IN MAKING THE DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS, THE P66 PARTIES HAVE RELIED SOLELY ON (I) THE BASIS OF THEIR OWN INDEPENDENT INVESTIGATION OF DCP LLC, THE DCP BUSINESS, GOH AND THE GOH BUSINESS, THEIR COMPONENTS AND THE RISKS RELATED THERETO AND (II) UPON THE EXPRESS WRITTEN REPRESENTATIONS, WARRANTIES AND COVENANTS IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, THE P66 PARTIES EXPRESSLY ACKNOWLEDGE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 5, NEITHER THE ENBRIDGE PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE STOCKHOLDERS, TRUSTEES, MEMBERS, FIDUCIARIES OR REPRESENTATIVES, NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE ENBRIDGE PARTIES, THEIR RESPECTIVE AFFILIATES, THEIR RESPECTIVE BUSINESSES, THE GOH COMPANIES, THE GOH BUSINESS, THE DCP COMPANIES, THE DCP BUSINESS, THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE 6 AND ARTICLE 7, EACH OF THE P66 PARTIES DISCLAIMS, ON BEHALF OF ITSELF AND ITS RESPECTIVE AFFILIATES, (A) ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY THE P66 PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES, ANY OF THEIR RESPECTIVE STOCKHOLDERS, TRUSTEES, MEMBERS, FIDUCIARIES OR REPRESENTATIVES OR ANY OTHER PERSON AND (B) ALL LIABILITIES AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, OPINION, PROJECTION, FORECAST, ADVICE, STATEMENT OR INFORMATION MADE, COMMUNICATED OR FURNISHED (ORALLY OR IN WRITING) TO THE ENBRIDGE PARTIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES. NONE OF THE ENBRIDGE PARTIES, ANY OF THEIR RESPECTIVE AFFILIATES, ANY OF THEIR RESPECTIVE STOCKHOLDERS, TRUSTEES, MEMBERS, FIDUCIARIES OR REPRESENTATIVES NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY REPRESENTATIONS OR WARRANTIES TO THE P66 PARTIES OR ANY OTHER PERSON REGARDING THE PROBABLE SUCCESS OR PROFITABILITY OF THE GOH COMPANIES, THE GOH BUSINESS, THE DCP COMPANIES, THE DCP BUSINESS OR THE MERGED LLC (WHETHER BEFORE OR AFTER THE CLOSING), INCLUDING REGARDING THE POSSIBILITY OR LIKELIHOOD OF ANY ACTION, APPLICATION, CHALLENGE, CLAIM, PROCEEDING OR REVIEW, REGULATORY OR OTHERWISE, INCLUDING, IN EACH CASE, IN RESPECT OF RATES, OR ANY PARTICULAR RESULT OR OUTCOME THEREFROM, OR THE POSSIBILITY OR LIKELIHOOD OF THE ...

Independent Investigation; No Other Representations or Warranties. Buyer, Canada Buyer and/or their Representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of the Group Companies as desired by Buyer, Canada Buyer and their Representatives and have evaluated such documents and information as they have deemed necessary to enable Buyer and Canada Buyer to make an informed decision with respect to the Transactions. The consummation of the Transactions by Buyer and Canada Buyer is not done in reliance upon any representation or warranty by, or information from, or any conduct or omission by Seller, the Group Companies, or any of their respective Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the express written representations and warranties set forth in Article III and Article IV of this Agreement and Article III of the Canada Asset Purchase Agreement. Without limiting the foregoing, Buyer further expressly acknowledges (on behalf of itself and the Buyer Indemnified Parties) (a) neither Seller nor any of its Affiliates shall have or be subject to any Liability to any Buyer Indemnified Party with respect to (i) information, documents, materials, conduct or inducements (“Extra-Contractual Information”) furnished or omitted by or on behalf of Seller, its Affiliates, the Group Companies or any of their respective Representatives, agents or advisors (including, BMO Capital Markets and King & Spalding LLP) relating in any way to the Group Companies (including Extra-Contractual Information supplied, furnished, omitted or conveyed (A) in the Data Room, (B) in connection with fulfillment of the due diligence requests of Buyer, Canada Buyer or their Representatives, (C) as a part of any management presentations, or (D) otherwise in advance of or in expectation of the Transactions), or (ii) the accuracy or completeness of the Extra-Contractual Information so supplied, furnished, omitted or conveyed (including information, documents or materials omitted from (A) the Data Room, (B) responses to due diligence requests of Buyer, Canada Buyer or their Representatives, (C) any management presentations, or (D) otherwise) and (b) that Buyer (on its own behalf and all others claiming through it, including the Buyer Indemnified Parties) expressly disclaims, and Buyer (on its own behalf and all other claiming through it, including the Buyer In...

Independent Investigation; No Other Representations or Warranties. Seller has relied and shall rely solely on its own investigation and, other than the representations and warranties of Company in Article VI, Seller has not relied and shall not rely on any oral or written statements, representations or warranties by Company, Other Member or any of their Affiliates, or any manager, director officer, employee, agent or representative of any of the foregoing, or any information, documents, projections, forecasts or other materials provided or made available to Seller or any of its direct or indirect shareholder, member, partner or other equity owner, or any director, manager, officer, employee, agent or representative of any of the foregoing, in connection with the transactions contemplated by this Agreement. Seller confirms to Company that (a) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks relating to its sale of the Seller’s Company Interest, and (b) subject to its rights and remedies under this Agreement, Seller accepts all risk of monetary loss arising from or relating to its execution, delivery and performance of this Agreement and the Ancillary Documents and consummation of the transactions contemplated hereby and thereby. The foregoing is not intended to preclude the right of Seller to recover losses in the event the Company, Other Member or any of their Affiliates is finally determined by a court of competent jurisdiction to have committed actual fraud against Seller with the specific intent to deceive and mislead Seller in the inducement of the transactions contemplated by this Agreement.

Independent Investigation; No Other Representations or Warranties. Company has relied and shall rely solely on its own investigation and, other than the representations and warranties of Seller in Article IV and Seller’s Parent in Article V, Company has not relied and shall not rely on any oral or written statements, representations or warranties by Seller, Seller’s Parent or any of their Affiliates, or any manager, director officer, employee, agent or representative of any of the foregoing, or any information, documents, projections, forecasts or other materials provided or made available to Company or any of its direct or indirect member, shareholder, partner or other equity owner, or any director, manager, officer, employee, agent or representative of any of the foregoing, in connection with the transactions contemplated by this Agreement.

Independent Investigation; No Other Representations or Warranties. Purchaser agrees that none of the Company, the Company Subsidiaries, the Members’ Representative, any of the Members, or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Purchaser or any of its Affiliates relied on, any representation or warranty, express or implied, with respect to the Company, the Company Subsidiaries, their business or the transactions contemplated by this Agreement, other than those representations and warranties explicitly set forth in this Agreement (including the Company Disclosure Schedule) or explicitly set forth in the other documents delivered at the Closing pursuant to Section 1.10(b) of this Agreement. Without limiting the generality of the foregoing, Purchaser agrees that no representation or warranty, express or implied, is made with respect to any financial projections or budgets or other forward looking statements. Purchaser further represents and warrants that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company, the Company Subsidiaries, and their businesses, and (b) has been given adequate access to such information about the Company, the Company Subsidiaries, and their businesses as Purchaser has reasonably requested.