Investigation; No Other Representations or Warranties Sample Clauses
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Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation of the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by ▇▇▇▇▇, Van Essen & ▇▇▇▇▇▇) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections.
(b) The Purchaser acknowledges and agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and expressly set forth in Section III of this Agreement (as such representations and warranties are modified pursuant to the provisions of Section 10.01(b) hereof), none of the Sellers or any Affiliate or representative of the Sellers has made and shall not be construed as having made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees that none of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections or, except to the extent and as expressly covered by a representation and warranty of the Sellers...
Investigation; No Other Representations or Warranties. BUYER ACKNOWLEDGES AND AGREES THAT IT (I) HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, ANY SELLER, THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND (II) HAS BEEN FURNISHED WITH, OR GIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS AND ANY OTHER RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO, AS IT HAS REQUESTED. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT (I) THE ONLY REPRESENTATIONS AND WARRANTIES MADE BY SELLERS ARE THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), AND THE ONLY COVENANTS AND OTHER AGREEMENTS MADE BY ANY SELLER ARE THE COVENANTS AND AGREEMENTS EXPRESSLY SET FORTH IN THIS AGREEMENT; (II) OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), NEITHER SELLER NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO ANY SELLER, THE COMPANY, THE COMPANY SECURITIES, THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH SELLER DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, FORECASTS, PROJECTIONS, STATEMENTS OR OTHER INFORMATION, WHETHER MADE BY ANY SELLER OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; (III) OTHER THAN THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT (AS MODIFIED BY THE DISCLOSURE SCHEDULE), BUYER HAS NOT RELIED UPON ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR ANY STATEMENTS OR OTHER INFORMATION OF ANY NATURE (INCLUDING THE ACCURACY OR COMPLETENESS THEREOF) MADE OR SUPPLIED BY OR ON BEHALF OF ANY SELLER OR BY ANY AFFILIATE OR REPRESENTATIVE OF ANY SELLER, INCLUDING ANY INFORMATION PROVIDED BY OR THROUGH MANAGEMENT PRESENTATIONS, CONFIDENTIAL INFORMATION MEMORANDA, DATA ROOMS (VIRTUAL OR OTHERWISE) OR OTHER DUE DILIGENCE INFORMATION, AND THAT BUYER WILL NOT HAVE ANY RIGHT OR REMEDY (AND NO SELLER WILL HAVE ANY LIABILITY) ARISING OUT OF ANY SUCH REPRESENTATION OR OTHER INFORMATION; AND (IV) ANY CLAIMS BUYER MAY HAVE FOR BREACH OF ANY REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF SELLERS EXPRESSLY SET FORTH IN T...
Investigation; No Other Representations or Warranties. (a) Each of Parent and Acquisition Sub has conducted its own investigation of the Company and each Subsidiary of the Company. Each of Parent and Acquisition Sub and their respective Affiliates possesses such knowledge of and experience in financial and business matters relating to owning and operating businesses similar to those of the Company and the Subsidiaries of the Company that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement.
(b) Except for the representations and warranties expressly set forth in ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of Parent nor Acquisition Sub has relied upon or otherwise been induced by any express or implied representation or warranty with respect to the Company or any Subsidiary of the Company, or with respect to any information provided or made available to Parent or Acquisition Sub or any representative of Parent or Acquisition Sub in connection with the transactions contemplated hereby. Neither the Company nor any Affiliate or representative of the Company will have or will be or become subject to any liability or any indemnification or other obligation to Parent or Acquisition Sub or any other Person resulting from the distribution to or the use by Parent, Acquisition Sub or any other Person of any such information, including any information, documents, projections, forecasts or other material made available to Parent, Acquisition Sub or any other Person in any data room or management presentation; provided, however, that Parent and Acquisition Sub shall be entitled to rely on the representations and warranties contained in Section 2.
Investigation; No Other Representations or Warranties. (a) Buyer and Merger Sub have conducted their own investigation of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and the Subsidiaries and acknowledge that Buyer and Merger Sub have been provided access to the personnel, properties, premises and records of the Company and the Subsidiaries and relevant personnel and records of Seller for such purpose.
(b) Except for the representations and warranties expressly set forth in this Agreement, Buyer and Merger Sub acknowledge that none of Seller, any of its Affiliates or any other Person makes any other express or implied representation or warranty with respect to the Membership Interests, the Company or the Subsidiaries, the Business or otherwise or with respect to any other information provided to Buyer, Merger Sub or their respective Affiliates, agents or representatives, whether on behalf of Seller or such other Persons, including as to (1) the operation of the Business by the Surviving Corporation after the Closing in any manner other than operated by the Company, Seller or Seller’s Affiliates or (2) the probable success or profitability of the ownership or operation of the Surviving Corporation or the Business by Buyer after the Closing, including the profitability of the Material Contracts, either individually or in the aggregate. FOR THE AVOIDANCE OF DOUBT, BUYER AND MERGER SUB ACKNOWLEDGE THAT, OTHER THAN AS SET FORTH HEREIN, NONE OF SELLER, THE COMPANY, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE MEMBERSHIP INTERESTS, THE COMPANY OR THE SUBSIDIARIES, OR ANY OF THEIR ASSETS. In the absence of fraud on the part of Seller and subject to the initial sentence of this paragraph, neither Seller nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, Merger Sub or Buyer’s, Merger Sub’s or their respective Affiliates’, agents’, representatives’ or other Persons’ use of, any information, including the Confidential Information Summary dated September 2003 and the Management Presentation dated December 2003 (collectively, the “Informational Materials”), related to the Business and any information, document or material furnished or made available to Buyer or Merger Sub ...
Investigation; No Other Representations or Warranties. Crosstex has undertaken such investigation as it deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party. Crosstex has had the opportunity to ask questions and receive answers from Devon Gas Services regarding the business, properties, prospects and financial condition of the Midstream Group Entities. The foregoing investigation, however, does not modify the representations and warranties of the Devon Parties in Article IV. Crosstex acknowledges that the representations and warranties in this Agreement, the Devon Disclosure Letter or in the certificate referenced in Section 7.3(d) constitute the sole and exclusive representations and warranties of the Devon Parties to Crosstex in connection with the transactions contemplated by this Agreement and the other Transaction Agreements. Except for the representations and warranties contained in this Article III, in the Crosstex Disclosure Letter or in the certificate referenced in Section 7.2(d), neither Crosstex nor any other Person makes any other express or implied representation or warranty, and the Devon Parties hereby disclaim reliance on any other representation or warranty, on behalf of or relating to Crosstex or any of its Affiliates, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects.
Investigation; No Other Representations or Warranties. (a) Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Station and its business and operations, and Buyer has been furnished with or given full access to such information about the Station and its business and operations as it has requested. Buyer has not received from Seller any projections related to the Station or its business or operations.
(b) Buyer agrees that, except for the representations and warranties made by the Seller and expressly set forth in this Agreement, neither the Seller nor any of its Affiliates or their respective representatives has made (and shall not be construed as having made) to Buyer or to any of its Affiliates or any respective representatives thereof any representation or warranty of any kind.
(c) Seller agrees that, except for the representations and warranties made by the Buyer and expressly set forth in this Agreement, neither the Buyer nor any of its Affiliates or their respective representatives has made (and shall not be construed as having made) to Seller or to any of its Affiliates or any respective representatives thereof any representation or warranty of any kind.
Investigation; No Other Representations or Warranties. Except for the representations and warranties contained in Section 3, Buyer acknowledges that none of Bioplan, Arcade or any other person on behalf of Bioplan or Arcade makes any other express or implied representation or warranty with respect to the Business, the Acquired Assets, the Assumed Liabilities or with respect to any other information provided to Buyer. Buyer acknowledges that the Acquired Assets are being acquired on an “as is”, “where is” basis and Buyer has made its own investigation and inquiry of the Business, the Acquired Assets and the Assumed Liabilities. In furtherance of the foregoing, and not in limitation thereof, Buyer specifically acknowledges and agrees that neither Bioplan nor Arcade makes any, and has not made any, representation or warranty, express or implied, with respect to any financial projection or forecast delivered to Buyer with respect to the performance of the Acquired Assets or the Business either before or after the Closing Date. Buyer specifically acknowledges and agrees that neither Bioplan nor Arcade makes any, and has not made any, representations or warranties to Business regarding the probable success or profitability of the Business.
Investigation; No Other Representations or Warranties. (a) The Acquiring Party acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Station and its business and operations, and Acquiring Party has been furnished with or given full access to such information about the Station and its business and operations as it has requested. Acquiring Party has not received from the Conveying Party any projections related to the Station or its business or operations.
(b) The Acquiring Party agrees that, except for the representations and warranties made by the Conveying Party and expressly set forth in this Agreement, neither the Conveying Party nor any of its Affiliates or their respective representatives has made (and shall not be construed as having made) to Acquiring Party or to any of its Affiliates or any respective representatives thereof any representation or warranty of any kind.
(c) Conveying Party agrees that, except for the representations and warranties made by the Acquiring Party and expressly set forth in this Agreement, neither the Acquiring Party nor any of its Affiliates or their respective representatives has made (and shall not be construed as having made) to Conveying Party or to any of its Affiliates or any respective representatives thereof any representation or warranty of any kind.
Investigation; No Other Representations or Warranties. Section 2.2(h) is hereby incorporated and repeated in its entirety.
Investigation; No Other Representations or Warranties. Each of Parent and Merger Sub has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its subsidiaries and acknowledges that each of Parent and Merger Sub has been provided access to the properties, premises and records of the Company and its subsidiaries for this purpose. In entering into this Agreement, each of Parent and Merger Sub has relied upon its own investigation and analysis, and each of Parent and Merger Sub acknowledges that, except for the representations and warranties contained in Article III, each of Parent and Merger Sub acknowledges that neither the Company nor any other person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or any of its subsidiaries with respect to any other information provided to Parent or Merger Sub in connection with the transactions contemplated by this Agreement.