Common use of Sophisticated Party Clause in Contracts

Sophisticated Party. The Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of this Agreement and the transactions contemplated hereby and is entering into this Agreement with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, and the Seller acknowledges and agrees (a) that, except for the specific representations and warranties of the Seller contained in Article 2, the Seller has not made any representation or warranty, either express or implied, with respect to the Purchase Price, the Partnership Interest, the Company or the Company’s businesses, operations, assets, liabilities, results of operations, financial condition or prospects, or as to the accuracy or completeness of any of the information provided or otherwise made available to the Buyer or its representatives and (b) that, to the fullest extent permitted by applicable law, the Seller shall not have any liability or responsibility whatsoever to the Buyer or its representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities laws or otherwise) based upon any information provided or made available (or not provided or made available), or statements made (or any omissions therefrom), to the Buyer or its representatives.

Sophisticated Party. The Buyer Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and suitability of this Agreement and the transactions contemplated hereby and is entering into this Agreement with a full understanding of all of the terms, conditions and risks and willingly assumes those terms, conditions and risks. In entering into this Agreement, the Buyer Seller has relied solely upon its own investigation and analysis, and the Seller acknowledges and agrees (a) that, except for the specific representations and warranties of the Seller Buyer contained in Article 23, the Seller Buyer has not made any representation or warranty, either express or implied, with respect to the Purchase Price, the Partnership Interest, the Company or the Company’s businesses, operations, assets, liabilities, results of operations, financial condition or prospects, or as to the accuracy or completeness of any of the information provided or otherwise made available to the Buyer Seller or its representatives and (b) that, to the fullest extent permitted by applicable law, the Seller Buyer shall not have any liability or responsibility whatsoever to the Buyer Seller or its representatives on any basis (including in contract or tort, at law or in equity, under federal or state securities laws or otherwise) based upon any information provided or made available (or not provided or made available), or statements made (or any omissions therefrom), to the Buyer Seller or its representatives.