Common use of Investigation by Parent Clause in Contracts

Investigation by Parent. Parent 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 and the Company Subsidiaries, which investigation, review and analysis was done by Parent and, to the extent Parent deemed appropriate, by Parent's representatives. Parent acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries for such purpose. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and, except and only to the extent expressly set forth in Articles III and IV, not on any factual representations or opinions of the Company or the Company's representatives, and, in each case, Parent: (a) acknowledges that, except and only to the extent expressly set forth in Articles III and IV, none of the Company, the Company Subsidiaries, Principal Stockholder or any of their respective directors, officers, stockholders, employees, Affiliates, controlling persons, agents, advisors or representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including in materials furnished in the Company's data room, in presentations by the Company's management or otherwise) provided or made available to the Parent or its directors, officers, employees, Affiliates, controlling persons, agents or representatives; (b) agrees, to the fullest extent permitted by Law, that none of the Company, the Company Subsidiaries, Principal Stockholder or any of their respective directors, officers, employees, shareholders, Affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Parent or its directors, officers, employees, Affiliates, controlling persons, agents or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (including in materials furnished in the Company's data room, in presentations by the Company's management or otherwise), to Parent or its directors, officers, employees, Affiliates, controlling persons, advisors, agents or representatives (or any omissions therefrom); and (c) Parent hereby acknowledges that, except to the extent specifically set forth in this Article V, Parent is purchasing the Acquired Assets on an "as-is, where-is" basis.

Investigation by Parent. (a) Parent 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 and the Company SubsidiariesBusiness, which investigation, review and analysis was done by Parent and, to the extent Parent deemed appropriate, by Parent's representatives. Parent acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Company and the Company Subsidiaries Business as Parent has requested for such purpose. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and, except and only to the extent expressly set forth in Articles III and IV, not on any factual representations or opinions of the Company Commtouch, Acquisition or the Company's representatives, and, in each case, Parent: representatives thereof (a) acknowledges that, except the specific representations and only to the extent expressly warranties of Commtouch and/or Acquisition set forth in Articles III Article II of this Agreement). Parent has formed an independent judgment concerning the Business and IVAcquisition, and the rights, obligations, assets and liabilities pertaining thereto. (b) Parent acknowledges that none of the CompanyCommtouch, the Company SubsidiariesAcquisition, Principal Stockholder or any of their respective directors, officers, stockholdersshareholders, employees, Affiliatesaffiliates, controlling persons, agents, advisors or representatives makes makes, or has made made, any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including in materials furnished in the CompanyCommtouch's or Acquisition's data room, in presentations by Commtouch's or Acquisition's management, in any estimates, projections, forecasts, operating plans or budgets concerning financial or other information relating to the Company's management Business or otherwiseAcquisition delivered or made available to Parent or otherwise obtained by Parent) provided or made available to the Parent or its directors, officers, employees, Affiliatesaffiliates, controlling persons, agents or representatives;. (bc) Parent agrees, to the fullest extent permitted by Lawlaw, that none of the Companyneither Commtouch nor Acquisition, the Company Subsidiaries, Principal Stockholder or nor any of their respective directors, officers, employees, shareholders, Affiliatesaffiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Parent Parent, Merger Sub, the Surviving Corporation or its their directors, officers, employees, Affiliatesaffiliates, controlling persons, agents or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (including in any memorandum relating to Commtouch, Acquisition or the Business provided to the Parent, in materials furnished in the CompanyCommtouch's or Acquisition's data room, in presentations by the CompanyCommtouch's or Acquisition's management or otherwise), ) to Parent or its directors, officers, employees, Affiliatesaffiliates, controlling persons, advisors, agents or representatives (or any omissions omission therefrom); and (c) Parent hereby acknowledges that, except to the extent specifically including in respect of specific representations and warranties, other than any specific representations and warranties set forth in Article II of this Article V, Parent is purchasing the Acquired Assets on an "as-is, where-is" basisAgreement.