Common use of Access to Information; Sophistication; Lack of Reliance Clause in Contracts

Access to Information; Sophistication; Lack of Reliance. The Purchaser represents and warrants that (i) the Purchaser 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 Shares and to obtain any additional information that the Purchaser deems necessary, (ii) the Purchaser's knowledge and experience in financial business matters is such that the Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) the Purchaser has carefully reviewed the terms and provisions of the Stockholders Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Purchaser 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 Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) such Purchaser has relied upon such Purchaser's own independent appraisal and investigation, and the advice of such Purchaser's own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Purchaser will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 3(d), the Company includes each of the businesses to be acquired by the Company on the Closing Date.

Appears in 1 contract

Samples: Stock Subscription Agreement (Dean Foods Co/)

AutoNDA by SimpleDocs

Access to Information; Sophistication; Lack of Reliance. The Purchaser represents and warrants that (i) the Purchaser 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 Shares and to obtain any additional information that the Purchaser deems necessary, (ii) the Purchaser's ’s knowledge and experience in financial business matters is such that the Purchaser is capable of evaluating the merits and risk of the investment in the Shares and (iii) the Purchaser has carefully reviewed the terms and provisions of the Stockholders Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Purchaser 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 Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 and the Stockholders Agreement, (ii) such Purchaser has relied upon such Purchaser's ’s own independent appraisal and investigation, and the advice of such Purchaser's ’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company and (iii) such Purchaser will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 3(d), the Company includes each of the businesses to be acquired by the Company on the Closing Date.

Appears in 1 contract

Samples: Stock Subscription Agreement (TreeHouse Foods, Inc.)

Access to Information; Sophistication; Lack of Reliance. The Purchaser Each Opsys Shareholder represents and warrants that (i) the Purchaser such Opsys Shareholder has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company CDT concerning the Company CDT and the terms and conditions of investing in the purchase of the Exercise Price Shares and to obtain any additional information that the Purchaser such Opsys Shareholder deems necessary, (ii) the Purchaser's such Opsys Shareholder’s knowledge and experience in financial and business matters is such that the Purchaser such Opsys Shareholder is capable of evaluating the merits and risk risks of the investment investing in the Exercise Price Shares and (iii) the Purchaser such Opsys Shareholder has carefully reviewed the terms and provisions of the Stockholders By-Laws and the Registration Rights Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Purchaser 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 the Company CDT or as to the desirability or value of an investment in the Company holding Exercise Price Shares has been made to such Purchaser Opsys by or on behalf of the CompanyCDT, except for those representations and warranties contained in Section 4 and the Stockholders AgreementSchedule 11, (ii) such Purchaser Opsys Shareholder has relied upon such Purchaser's its own independent appraisal and investigation, and the advice of such Purchaser's Opsys Shareholder’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company holding Exercise Price Shares and (iii) such Purchaser Opsys Shareholder will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 3(d), the Company includes each of the businesses to be acquired by the Company on the Closing Dateholding Exercise Price Shares.

Appears in 1 contract

Samples: Transaction Agreement (Cambridge Display Technology, Inc.)

AutoNDA by SimpleDocs

Access to Information; Sophistication; Lack of Reliance. The Each Purchaser represents and warrants that (i) such Purchaser is familiar with the business and financial condition, properties, operations and prospects of the Company and that such Purchaser 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 Shares and to obtain any additional information that the such Purchaser deems necessary, (ii) the such Purchaser's ’s knowledge and experience in financial and business matters is such that the such Purchaser is capable of evaluating the merits and risk of the investment in the Shares and Shares, (iii) the such Purchaser has carefully reviewed the terms and provisions of the Stockholders Agreement and the Registration Rights Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Purchaser 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 Purchaser by or on behalf of the Company, except for those representations and warranties contained in Section 4 of this Agreement, the Stockholders Agreement and the Stockholders Registration Rights Agreement, (ii) such Purchaser has relied upon such Purchaser's ’s own independent appraisal and investigation, and the advice of such Purchaser's ’s own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company Company, (iii) such Purchaser has carefully reviewed the ALH Holding Stock Purchase and Rollover Investment Plan and (iiiiv) such Purchaser will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company. For purposes of this Section 3(d), the Company includes each of the businesses to be acquired by the Company on the Closing Date.

Appears in 1 contract

Samples: Management Subscription Agreement (Alliance Laundry Systems LLC)

Time is Money Join Law Insider Premium to draft better contracts faster.