Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, and operations of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books and records of the Company and the Company Subsidiaries for this purpose to the extent made available by representatives of the Company. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained herein, and Purchaser: (a) acknowledges that none of the Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, agents or 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 their agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, agents 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 prior to the execution of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent the Company makes the specific representations and warranties set forth in Article V of this Agreement and in the Company Disclosure Letter, but always subject to the limitations and restrictions contained herein and therein.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, and operations of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books and records of the Company and the Company Subsidiaries for this purpose to the extent made available by representatives of the Company. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained herein, and Purchaser: (a) acknowledges that that, except for the specific representations and warranties of Seller contained in Article II, none of the CompanySeller, the Company Subsidiaries any Seller Subsidiary, or any of their respective directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives 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 reserve estimates, projections, forecasts or other forward-looking information) provided or otherwise made available to Purchaser or their agents any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives prior (including, without limitation, in any management presentations, information or offering memorandum, the actuarial report entitled "An Actuarial Analysis of the Loss and Loss Adjustment Expense Reserves of Business Insurance Group as of December 31, 1997," prepared by Mill▇▇▇▇ & ▇obe▇▇▇▇▇, ▇▇c. (the "M&R Report"), supplemental information or other materials or information with respect to any of the execution of this Agreement, above); and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company Subsidiaries or any of their respective Seller and its directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives shall not have any liability or responsibility whatsoever to Purchaser or any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives 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 prior to the execution respect of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent the Company makes the specific representations and warranties of Seller set forth in Article V of this Agreement II, except as and in only to the Company Disclosure Letter, but always extent expressly set forth herein with respect to such representations and warranties and subject to the limitations and restrictions contained herein and thereinherein.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, and operations of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books and records of the Company and the Company Subsidiaries for this purpose to the extent made available by representatives of the Company. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained herein, and Purchaser: (a) acknowledges that that, except for the specific representations and warranties of Seller contained in Article III hereof, none of Seller, the Company, the Company Subsidiaries HNL, or any of their respective directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives 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 reserve estimates, projections, forecasts, budgets or other forward-looking information) provided or otherwise made available to Purchaser or their agents any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives prior (including, without limitation, in any management presentations, supplemental information or other materials or information with respect to any of the execution above). With respect to any such reserve estimate, projection or forecast delivered by or on behalf of this AgreementSeller to Purchaser, except for the representations and warranties of Seller in Article III, Purchaser acknowledges that: (A) there are uncertainties inherent in attempting to make such projections and forecasts or reserve calculations; (B) it is familiar with such uncertainties; (C) it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts or reserve calculations so furnished to it; (D) it is not acting in reliance on any such projection or forecast or reserve calculation so furnished to it; and (E) except for proposed Final Balance Sheet adjustments consistent with the procedure set forth in Section 2.14, it shall have no claim against any such Person with respect to any such projection or forecast or reserve calculation; and (b) agrees, to the fullest extent permitted by lawLaw, that none of the Company, the Company Subsidiaries or any of their respective Seller and its directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives shall not have any liability or responsibility whatsoever to Purchaser or any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or otherwise made available, or statements made, (or omissions to so provide, make available or state), to Purchaser prior to the execution or any of this Agreementits directors, except that the foregoing limitations shall not apply to the Company to the extent the Company makes officers, employees, Affiliates, controlling persons, agents, advisors or representatives, including, without limitation, in respect of the specific written representations and warranties of Seller set forth in Article V of III hereof, except as and only to the extent expressly set forth in this Agreement with respect to such representations and in the Company Disclosure Letter, but always warranties and subject to the limitations and restrictions contained herein in this Agreement; provided, however, that nothing contained in this Section 4.9(b) shall limit liability for the specific written representations and thereinwarranties of Seller set forth in Article III hereof.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, and operations of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books and records of the Company and the Company Subsidiaries for this purpose to the extent made available by representatives of the Company. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained herein, and Purchaser: (a) acknowledges that that, except for the specific representations and warranties of Seller contained in Article II, none of the CompanySeller, the Company Subsidiaries any Seller Subsidiary, or any of their respective directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives 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 reserve estimates, projections, forecasts or other forward-looking information) provided or otherwise made available to Purchaser or their agents any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives prior (including, without limitation, in any management presentations, information or offering memorandum, the actuarial report entitled "An Actuarial Analysis of the Loss and Loss Adjustment Expense Reserves of Business Insurance Group as of December 31, 1997," prepared by Milliman & ▇▇▇▇▇▇▇▇▇, Inc. (the "M&R REPORT"), supplemental information or other materials or information with respect to any of the execution of this Agreement, above); and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company Subsidiaries or any of their respective Seller and its directors, officers, employees, affiliatesAffiliates, agents controlling persons, agents, advisors or representatives shall not have any liability or responsibility whatsoever to Purchaser or any of its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives 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 prior to the execution respect of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent the Company makes the specific representations and warranties of Seller set forth in Article V of this Agreement II, except as and in only to the Company Disclosure Letter, but always extent expressly set forth herein with respect to such representations and warranties and subject to the limitations and restrictions contained herein and thereinherein.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, operations and operations prospects of the Company and the Company its Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books the properties, premises and records of the Company and the Company its Subsidiaries for this purpose and has been afforded an opportunity satisfactory to it to discuss the extent made available by representatives foregoing with management of the CompanyPurchases. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the representations and warranties contained herein, and Purchaser: (a) except as otherwise set forth in this Agreement, acknowledges that none of the Company, its Subsidiaries, the Company Subsidiaries Shareholders or any of their respective directors, officers, employees, affiliatesAffiliates, agents or 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 their its agents or representatives prior to the execution of this Agreement, ; and (b) understands that the Shares have not been registered under the 1933 Act; and (c) agrees, to the fullest extent permitted by law, that none of the Company, its Subsidiaries, the Company Subsidiaries Shareholders or any of their respective directors, directors officers, employees, affiliatesAffiliates, agents 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 prior to the execution of this Agreement, except that the foregoing limitations shall not apply to the Company or any Shareholder to the extent the Company or such Shareholder makes the specific representations and warranties set forth in Article V of this Agreement and in the Company Disclosure LetterSchedule, but always subject to the limitations and restrictions contained herein in this Agreement and thereinin the Disclosure Schedule.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, and operations of the Company Business and the Company Subsidiaries (as hereinafter defined) Purchased Assets and acknowledges that Purchaser has been provided access to certain officers and certain the personnel, properties, assets, premises, books and records records, and other documents and data of the Company Seller and the Company Subsidiaries its Affiliates for this purpose to the extent made available by representatives of the Companypurpose. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained hereinanalysis, and Purchaser: (a) Purchaser acknowledges that none that, except for the representations and warranties of the CompanySeller expressly set forth in Article 5, the Company Subsidiaries or neither Seller nor any of their respective its directors, officers, employees, affiliates, agents or representatives advisors or any other Person 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 their agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company Subsidiaries or any of their respective its directors, officers, employees, affiliatesagents or advisors in connection with the transactions contemplated hereby, except for the representations and warranties of Seller expressly set forth in Article 5. Without limiting the generality of the foregoing, neither Seller nor any of its directors, officers, employees, agents or representatives shall have advisors or any liability other Person makes any representation or responsibility whatsoever warranty, either express or implied, as to Purchaser on the accuracy or completeness of any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any of the information provided or made available, or statements made, available to Purchaser prior or any of its directors, officers, employees, agents or advisors. Without limiting the generality of the foregoing, neither Seller nor any of its directors, officers, employees, agents or advisors or any other Person has made a representation or warranty to Purchaser with respect to any material, documents or information relating to the execution of this AgreementPurchased Assets made available to Purchaser or its directors, officers, employees, agents or advisors in any “data room,” confidential memorandum, other offering materials or otherwise, except that the foregoing limitations shall not apply to the Company to the extent the Company makes the specific representations as expressly and warranties specifically covered by a representation or warranty set forth in Article V of this Agreement and in the Company Disclosure Letter, but always subject to the limitations and restrictions contained herein and therein5.

Investigation by Purchaser. Each of Purchaser and Sub has conducted its own independent review and analysis of the businesses, assets, financial condition, operations and operations prospects of the Company and the Company its Subsidiaries (as hereinafter defined) and acknowledges that each of Purchaser and Sub has been provided access to certain officers and certain books the properties, premises and records of the Company and the Company its Subsidiaries for this purpose to the extent made available by representatives of the Companypurpose. In entering into this Agreement, Purchaser has and Sub have relied solely upon its their own investigation and analysis and the warranties contained hereinanalysis, and Purchasereach of Purchaser and Sub: (a) acknowledges that none of the Company, the Company its Subsidiaries or any of their respective directors, officers, employees, affiliates, agents or 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 their agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company its Subsidiaries or any of their respective directors, officers, employees, stockholders, affiliates, agents or representatives shall have any liability or responsibility whatsoever to Purchaser or Sub 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 prior to the execution of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent (i) the Company makes the specific representations and warranties set forth in Article V IV of this Agreement or (ii) Stockholder makes the specific representations and warranties set forth in Section 1(f) or (3) of the Company Disclosure LetterStockholder Agreement or makes the covenant set forth in Section 9 of the Stockholder Agreement, but always subject to the limitations and restrictions contained herein and therein.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, financial condition, operations and operations prospects of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to certain officers and certain books the properties, premises and records of the Company and the Company Subsidiaries for this purpose to the extent made available by representatives of the Companypurpose. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis and the warranties contained herein, and Purchaser: (a) acknowledges that none of the Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, agents or 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 their agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of the Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, agents 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 prior to the execution of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent the Company makes the specific representations and warranties set forth in Article V of this Agreement and in the Company Disclosure Letter, but always subject to the limitations and restrictions contained herein and therein.