Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.
Access to Information; Sophistication; Lack of Reliance. The Sellers (i) are familiar with the business and financial condition, properties, operations and prospects of the Company, (ii) have been provided with such information, documents and other materials concerning the Company, including its financial condition, results of operations, prospects, properties or business, to enable the Sellers to form an independent judgment regarding the advisability of Repurchase Transaction and the Conversion on the terms and conditions contained herein, (iii) have had such time as the Sellers deem necessary and appropriate to review and analyze such information, documents and other materials to enable it to form such independent judgment, and (iv) have been granted the opportunity to obtain any additional information that the Sellers deem necessary to verify the accuracy of such information, documents and other materials and to ask questions of, and have received satisfactory answers from, representatives of the Company concerning the Company. The Sellers have also had the opportunity to review the periodic and current reports filed with the United States Securities and Exchange Commission by the Company. The Sellers’ knowledge and experience in financial and business matters is such that the Sellers are capable of evaluating the merits and risks of the Repurchase Transaction and the Conversion. The Sellers have carefully reviewed the terms and provisions of this Agreement and have evaluated their rights and obligations contained herein and are hereby voluntarily assuming the risks relating to the transactions contemplated hereby. The Sellers hereby acknowledge and agree that, except for the representations and warranties of the Company expressly set forth in this Agreement, none of the Company, its affiliates, its representatives or any other person has made, and none of the Sellers, any of their respective affiliates or any of their respective representatives relied on, any representation or warranty regarding the Company, its business, the sufficiency of the representations and warranties set forth herein or any other matter in connection with this Agreement, the Repurchase Transaction, the Conversion and the other transactions contemplated hereby and the Sellers’ respective agreement to consummate the transactions contemplated hereby.
Access to Information; Sophistication; Lack of Reliance. Each Management Limited Partner represents and warrants that (a) such Management Limited Partner is familiar with the business and financial condition, properties, operations and prospects of the Partnership and its Subsidiaries and that such Management Limited Partner has been granted the opportunity to ask questions of, and receive answers from, representatives of the Partnership concerning the Partnership and its Subsidiaries and the terms and conditions of the purchase of the Units and to obtain any additional information that such Management Limited Partner deems necessary, (b) such Management Limited Partner’s knowledge and experience in financial and business matters is such that such Management Limited Partner is capable of evaluating the merits and risk of the investment in the Units and (c) such Management Limited Partner has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Management Limited Partner represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Partnership and its Subsidiaries or as to the desirability or value of an investment in the Partnership has been made to such Management Limited Partner by or on behalf of the Partnership, (ii) such Management Limited Partner has relied upon such Management Limited Partner’s own independent appraisal and investigation, and the advice of such Management Limited Partner’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Partnership and (iii) such Management Limited Partner will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Partnership.
Access to Information; Sophistication; Lack of Reliance. Each Member represents and warrants that (i) such Member is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Member has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Interests and to obtain any additional information that such Member deems necessary, (ii) such Member’s knowledge and experience in financial and business matters is such that such Member is capable of evaluating the merits and risk of the investment in the Interests and (iii) such Member has carefully reviewed the terms and provisions of this Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to such Member by or on behalf of the Company, (ii) such Member has relied upon such Member’s own independent appraisal and investigation, and the advice of such Member’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, (iii) such Member will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company and (iv) such Member acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its assets and businesses and, in making the determination to proceed with the investment in the Company, has relied solely on the results of its own independent investigation. For purposes of this Section 5.1(d), the Company includes each of the businesses and assets to be acquired by the Company or any of its Subsidiaries pursuant to the FDIC Purchase Agreement.
Access to Information; Sophistication; Lack of Reliance. The Investor is familiar with the business and financial condition, properties, operations, and prospects of the Company and the Investor has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Subscription Units and to obtain any additional information that the Investor deems necessary to verify the accuracy of the information so provided. The Investor’s knowledge and experience in financial and business matters is such that the Investor is capable of evaluating the merits and risk of the Investor’s investment in the Subscription Units. The Investor has carefully reviewed the terms and provisions of this Agreement and the Operating Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Investor represents and warrants that as of the Closing, (a) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties, or business of the Company or as to the desirability or value of an investment in the Company has been made to the Investor by or on behalf of the Company, except for those representations and warranties expressly set forth in Article III of this Agreement, (b) the Investor has relied upon the Investor’s own independent appraisal and investigation and the advice of the Investor’s own counsel, tax advisors, and other advisors regarding the risks of an investment in the Company, and (c) the Investor will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.
Access to Information; Sophistication; Lack of Reliance. Each Opsys Shareholder represents and warrants that (i) such Opsys Shareholder has been granted the opportunity to ask questions of, and receive answers from, representatives of CDT concerning CDT and the terms and conditions of investing in the Exercise Price Shares and to obtain any additional information that such Opsys Shareholder deems necessary, (ii) such Opsys Shareholder’s knowledge and experience in financial and business matters is such that such Opsys Shareholder is capable of evaluating the merits and risks of investing in the Exercise Price Shares and (iii) such Opsys Shareholder has carefully reviewed the terms and provisions of the By-Laws and the Registration Rights Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Opsys Shareholder represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of CDT or as to the desirability or value of holding Exercise Price Shares has been made to Opsys by or on behalf of CDT, except for those representations and warranties contained in Schedule 11, (ii) such Opsys Shareholder has relied upon its own independent appraisal and investigation, and the advice of such Opsys Shareholder’s own counsel, tax advisors and other advisors, regarding the risks of holding Exercise Price Shares and (iii) such Opsys Shareholder will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of holding Exercise Price Shares.
Access to Information; Sophistication; Lack of Reliance. Each Individual Limited Partner represents and warrants that (a) such Individual Limited Partner is familiar with the business and financial condition, properties, operations and prospects of the Partnership and its Subsidiaries and that such Individual Limited Partner has been granted the opportunity to ask questions of, and receive answers from, representatives of the Partnership concerning the Partnership and its Subsidiaries and the terms and conditions of the purchase of the Units and to obtain any additional information that such Individual Limited Partner deems necessary, (b) such Individual Limited Partner’s knowledge and experience in financial and business matters is such that such Individual Limited Partner is capable of evaluating the merits and risk of the investment in the Units and (c) such Individual Limited Partner has carefully reviewed the terms and provisions of this Third Amendment and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Individual Limited Partner represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Partnership and its Subsidiaries or as to the desirability or value of an investment in the Partnership has been made to such Individual Limited Partner by or on behalf of the Partnership,
Access to Information; Sophistication; Lack of Reliance. Toppan represents and warrants that (i) Toppan has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the CDT Shares and to obtain any additional information that Toppan deems necessary, (ii) Toppan’s knowledge and experience in financial and business matters is such that Toppan is capable of evaluating the merits and risk of the investment in the CDT Shares and (iii) Toppan has carefully reviewed the terms and provisions of the By-Laws and the Registration Rights Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, Toppan represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to Toppan by or on behalf of the Company, except for those representations and warranties contained in Section 4, (ii) Toppan has relied upon its own independent appraisal and investigation, and the advice of Toppan’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) Toppan will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.
Access to Information; Sophistication; Lack of Reliance. Such Selling Party is familiar with the business and financial condition, properties, operations and prospects of the General Partner, the Company and the Company’s subsidiaries and such Selling Party has been granted the opportunity to ask questions of, and receive answers from, representatives of the General Partner and the Company concerning the General Partner, the Company and the Company’s and the terms and conditions of the sale of the Seller Equity Interests and to obtain any additional information that such Selling Party deems necessary to verify the accuracy of the information so provided. Such Selling Party’s knowledge and experience in financial and business matters is such that such Selling Party is capable of evaluating the merits and risks of such Selling Party’s sale of his or its Seller Equity Interests. Such Selling Party has carefully reviewed the terms and provisions of this Agreement and has evaluated his rights and obligations contained herein. Such Selling Party represents and warrants that as of the date of this Agreement and as of the Closing, (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the General Partner, the Company and the Company’s subsidiaries or as to the advisability of the sale of, or the value of, the Seller Equity Interests or otherwise has been made to such Selling Party by or on behalf of the General Partner or the Company, except for those representations and warranties contained in Article III, and (ii) such Selling Party has relied upon such Selling Party’s own independent appraisal and investigation and the advice of such Selling Party’s own counsel, tax advisors and other advisors, regarding the advisability of the sale of the Seller Equity Interests on the terms and conditions contained herein.
Access to Information; Sophistication; Lack of Reliance. The Investor is familiar with the business and financial condition, properties, operations, and prospects of the Company and the Investor has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the acquisition of the Subscription Units and to obtain any additional information that the Investor deems necessary to verify the accuracy of the information so provided. The Investor’s knowledge and experience in financial and business matters is such that the Investor is capable of evaluating the merits and risk of the Investor’s investment in the Subscription Units. The Investor has carefully reviewed the terms and provisions of this Agreement and the Operating Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, the Investor represents and warrants that as of the Closing, (a) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties, or business of the Company or as to the desirability or value of an investment in the Company has been made to the Investor by or on behalf of the Company, except for those representations and warranties expressly set forth in Section 2 of this Agreement,
