Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. In entering into this Agreement, Purchaser: (a) acknowledges that, except as otherwise expressly provided herein, none of Sellers or any of their directors, officers, employees, affiliates, agents, advisors or representatives makes or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser or its agents or representatives (including, without limitation, in any management presentations, information, offering or descriptive memorandum, supplemental information or other materials or information with respect to any of the above); (b) agrees, to the fullest extent permitted by Law, that none of Sellers or any of their directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that the foregoing limitations shall not apply to the extent Sellers make the specific representations and warranties and covenants set forth in this Agreement and other agreements executed in connection therewith, but always subject to the limitations and restrictions contained herein; and (c) acknowledges that it has had the opportunity to visit Sellers and the Transferred Companies and meet with their respective officers and other representatives to discuss the Services Business, the Business and the assets, liabilities, financial condition, cash flow and operations of the Transferred Companies; and that all materials and information provided to Purchaser to date have been provided to Purchaser's reasonable satisfaction.

Appears in 1 contract

Sources: Acquisition Agreement (McLeodusa Inc)

Investigation by Purchaser. In entering into this Agreement, Purchaser: (a) acknowledges that, except as otherwise expressly provided herein, none of Sellers or any of their directors, officers, employees, affiliates, agents, advisors or representatives makes or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser or its agents or representatives (including, without limitation, in any management presentations, information, offering or descriptive memorandum, supplemental information or other materials or information with respect to any of the above); (b) agrees, to the fullest extent permitted by Law, that none of Sellers or any of their directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever whatso- ever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that the foregoing limitations shall not apply to the extent Sellers make the specific representations represen- tations and warranties and covenants set forth in this Agreement and other agreements agree- ments executed in connection therewith, but always subject to the limitations and restrictions contained herein; and (c) acknowledges that it has had the opportunity to visit Sellers and the Transferred Companies and meet with their respective officers and other representatives to discuss the Services Business, the Business and the assets, liabilities, financial condition, cash flow and operations of the Transferred CompaniesCompa- ▇▇▇▇; and that all materials and information provided to Purchaser to date have been provided to Purchaser's reasonable satisfaction.

Appears in 1 contract

Sources: Acquisition Agreement

Investigation by Purchaser. In entering into this Agreement, Purchaser: (a) acknowledges that, except as otherwise expressly provided hereinto the extent Sellers make the specific representations and warranties set forth in Article 11 of this Agreement, none of neither Sellers or nor any of their respective directors, officers, employees, affiliates, agents, advisors or representatives makes or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser or its agents or representatives (including, without limitation, in any management presentations, information, information or offering or descriptive memorandum, supplemental information or other materials or information with respect to any of the above);; and (b) agrees, to the fullest extent permitted by Lawlaw, that none of Sellers or any of their respective directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that the foregoing limitations shall not (a) apply to Sellers to the extent Sellers make the specific representations and warranties and covenants set forth in Article 11 of this Agreement and other agreements executed in connection therewith(as qualified by the schedules related thereto), but always subject to the limitations and restrictions contained herein; and herein or (cb) acknowledges that it has had the opportunity to visit Sellers and the Transferred Companies and meet with their respective officers and other representatives to discuss the Services Business, the Business and the assets, liabilities, financial condition, cash flow and operations of the Transferred Companies; and that all materials and information provided to preclude Purchaser to date have been provided to Purchaser's reasonable satisfactionfrom seeking any remedy for fraud.

Appears in 1 contract

Sources: Purchase Agreement (Choicepoint Inc)

Investigation by Purchaser. In entering into this -------------------------- Agreement, Purchaser: (a) acknowledges that, except as otherwise expressly provided herein, none of Sellers or neither Seller nor any of their its directors, officers, employees, affiliates, agents, advisors or representatives makes make or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser or its agents or representatives (including, without limitation, in any management presentations, information, offering or descriptive memorandum, supplemental information or other materials or information with respect to any of the above); (b) agrees, to the fullest extent permitted by Law, that none of Sellers or neither Seller nor any of their its directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that the foregoing limitations shall not apply to Seller to the extent Sellers make Seller makes the specific representations and warranties and covenants set forth in Article II of this Agreement and other agreements executed in connection therewithAgreement, but always subject to the limitations and restrictions contained herein; and (c) acknowledges that it has had the opportunity to visit Sellers and the Transferred Companies Seller and meet with their respective its officers and other representatives to discuss the Services Business, the Business and the assets, liabilities, financial condition, cash flow and operations of the Transferred CompaniesBusiness; and that all materials and information provided to Purchaser to date have been provided to Purchaser's reasonable satisfaction.

Appears in 1 contract

Sources: Acquisition Agreement (Wki Holding Co Inc)

Investigation by Purchaser. In entering into this Agreement, Purchaser: (a) acknowledges that, except as otherwise expressly provided herein, none of Sellers or neither Seller nor any of their its directors, officers, employees, affiliates, agents, advisors or representatives makes make or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser or its agents or representatives (including, without limitation, in any management presentations, information, offering or descriptive memorandum, supplemental information or other materials or information with respect to any of the above); (b) agrees, to the fullest extent permitted by Law, that none of Sellers or neither Seller nor any of their its directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Purchaser, except that the foregoing limitations shall not apply to Seller to the extent Sellers make Seller makes the specific representations and warranties and covenants set forth in Article II of this Agreement and other agreements executed in connection therewithAgreement, but always subject to the limitations and restrictions contained herein; and (c) acknowledges that it has had the opportunity to visit Sellers and the Transferred Companies Seller and meet with their respective its officers and other representatives to discuss the Services Business, the Business and the assets, liabilities, financial condition, cash flow and operations of the Transferred CompaniesBusiness; and that all materials and information provided to Purchaser to date have been provided to Purchaser's reasonable satisfaction.

Appears in 1 contract

Sources: Acquisition Agreement (Helen of Troy LTD)