Acknowledgements; No Reliance Sample Clauses

Acknowledgements; No Reliance. BUYER HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW AND ANALYSIS OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION AND PROSPECTS OF THE BUSINESS OF THE COMPANY AS BUYER HAS DEEMED APPROPRIATE, WHICH INVESTIGATION, REVIEW AND ANALYSIS WAS DONE BY BUYER AND ITS AFFILIATES AND REPRESENTATIVES. BUYER HAS RECEIVED SATISFACTORY RESPONSES TO ALL INQUIRIES BUYER HAS MADE, HAS RECEIVED ALL MATERIALS RELATING TO SUCH INVESTIGATION WHICH IT HAS REQUESTED AND HAS BEEN AFFORDED THE OPPORTUNITY TO VERIFY THE ACCURACY OF ALL MATERIALS, TO ASK ADDITIONAL QUESTIONS AND TO OBTAIN ANY ADDITIONAL INFORMATION, INCLUDING ACCESS TO FACILITIES AND KEY EMPLOYEES OF THE COMPANY, WHICH BUYER, IN ITS SOLE DISCRETION, DEEMS ADVISABLE OR NECESSARY TO VERIFY THE ACCURACY OF ANY SUCH INFORMATION OR OF ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY OR SELLER HEREUNDER (AND HAS NO KNOWLEDGE OF ANY BREACH OF ANY SUCH REPRESENTATION OR WARRANTY) OR TO OTHERWISE EVALUATE THE MERITS OF THE TRANSACTIONS AND TO ENABLE IT TO MAKE AN INFORMED INVESTMENT DECISION CONCERNING THE TRANSACTIONS. BUYER FURTHER ACKNOWLEDGES THAT THE COMPANY AND SELLER, THE BENEFICIAL OWNERS AND EACH OF THEIR RESPECTIVE DIRECT OR INDIRECT AFFILIATES AND REPRESENTATIVES MAY POSSESS FURTHER INFORMATION REGARDING THE COMPANY’S BUSINESS AND PROSPECTS (WHICH INFORMATION MAY OR MAY NOT BE MATERIAL) AND THAT BUYER HAS WAIVED ANY RIGHT TO RECEIVE ANY SUCH FURTHER INFORMATION. IN ENTERING INTO THIS AGREEMENT, BUYER ACKNOWLEDGES, AGREES AND REPRESENTS THAT IT HAS RELIED SOLELY UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV, ARTICLE V AND THE COMPANY CLOSING CERTIFICATE AND NOT ON (AND BUYER HEREBY DISCLAIMS RELIANCE ON) ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR INFORMATION OF ANY NATURE (INCLUDING REGARDING THE ACCURACY OR COMPLETENESS THEREOF), WHETHER IN WRITING, ORALLY OR OTHERWISE (INCLUDING ANY MATTER WHATSOEVER RELATING TO THE EQUITY INTERESTS OF THE COMPANY, SELLER OR ANY OTHER MATTER RELATING TO THE TRANSACTIONS), MADE BY OR ON BEHALF OF OR IMPUTED TO SELLER, THE COMPANY, THE BENEFICIAL OWNERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES (EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV, ARTICLE V AND THE COMPANY CLOSING CERTIFICATE).
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Acknowledgements; No Reliance. BUYER HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION, REVIEW AND ANALYSIS OF THE BUSINESS, OPERATIONS, ASSETS, LIABILITIES, RESULTS OF OPERATIONS, FINANCIAL CONDITION AND PROSPECTS OF THE BUSINESS OF THE SELLERS AS BUYER HAS DEEMED APPROPRIATE TO OTHERWISE EVALUATE THE MERITS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND TO ENABLE IT TO MAKE AN INFORMED INVESTMENT DECISION CONCERNING THE TRANSACTIONS CONTEMPLATED HEREUNDER. IN ENTERING INTO THIS AGREEMENT, BUYER ACKNOWLEDGES, AGREES AND REPRESENTS THAT IT HAS RELIED SOLELY UPON THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V and not on (and Buyer hereby disclaims reliance on) any express or implied representations, warranties or information of any nature (including regarding the accuracy or completeness thereof), whether in writing, orally or otherwise (including any matter whatsoever relating to the Sellers, the Purchased Assets, the Business or any other matter relating to the transactions contemplated by this Agreement), made by or on behalf of or imputed to the Sellers or any of their respective Affiliates or representatives (except for the representations and warranties set forth in Article V).
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Related to Acknowledgements; No Reliance

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

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