Adequacy of Information the Subscriber has been given the opportunity to ask questions of, and to receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the information described in paragraph (e) above, or such other information as the Subscriber desired in order to evaluate an investment in the Company;
Adequacy of Information. Such Principal Shareholder is a sophisticated investor with respect to the Principal Shareholder Shares of such Principal Shareholder and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transactions contemplated hereby and by the Acquisition Agreement and has independently and without reliance upon either Parent or Acquisition Corp. and based on such information as the Shareholder has deemed appropriate made its own analysis and decision to enter into this Agreement. Such Principal Shareholder has received and reviewed the Acquisition Agreement and acknowledges that neither Parent nor Acquisition Corp. has made or makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth herein or in the Acquisition Agreement. Such Principal Shareholder acknowledges that the agreements contained herein with respect to the Principal Shareholder Shares of such Principal Shareholder are irrevocable (subject to termination in accordance with Section 14 of this Agreement), and that such Principal Shareholder has no recourse to such Principal Shareholder Shares or to Parent or Acquisition Corp., except with respect to breaches by Parent or Acquisition Corp. of their respective representations, warranties, covenants and agreements expressly set forth in this Agreement.
Adequacy of Information. Purchaser (a) has had such opportunity, including, without limitation, through its representation on, and observation of, the Board of Directors of the Company, as it has deemed adequate to obtain such information regarding the Company and the Shares as is necessary to permit Purchaser to evaluate the merits and risks of the transactions contemplated hereby, (b) has sufficient experience in business, financial and investment matters to be able to evaluate the merits and risks of the transactions contemplated hereby and (c) acknowledges that, except as expressly made herein, Seller makes no representations or warranties regarding the value of the Shares or in respect of any of the transactions contemplated by this Agreement.
Adequacy of Information. The Releasor hereby represents and warrants that the Releasor has access to adequate information regarding the scope and effect of the release set forth herein, and all other matters encompassed by this Release, to make a voluntary, informed, and knowledgeable decision with regard to entering into this Release. The Releasor further represents and warrants that the Releasor has not relied upon the Company in deciding to enter into this Release and has instead made the Releasor’s own independent analysis and decision to enter into this Release. The Company has advised, and hereby advises, the Releasor to consult an attorney prior to executing this Release which contains a general release and waiver.
Adequacy of Information. The Buyer acknowledges and agrees that:
(a) it has been furnished with or given adequate access to all information regarding the Products and the Transferred Assets that it has desired or requested for review to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and each Ancillary Agreement;
(b) it has carried out an appropriate due diligence investigation concerning the information given by the Seller about the Products and the Transferred Assets and is taking full responsibility for making its own and independent investigation and evaluation of the Products and the Transferred Assets;
(c) it is not relying on, and will not assert any claim against, Seller, its Affiliates or any of their respective employees, directors, agents, stockholders or representatives or hold Seller or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information furnished by Seller, its Affiliates or representatives, including any information in any information memorandum, “on-line” or physical data rooms or in any management presentations (except for the representations and warranties expressly contained in Article II or contained in the Ancillary Agreements); and
(d) the Seller has discontinued development of the Products, and accordingly the Transferred Assets are sold “as is” and the Buyer agrees to accept the Transferred Assets and the Assumed Liabilities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties whatsoever, whether at law or in equity, of any nature made or provided by or on behalf of or imputed to the Seller, any of its Subsidiaries or any other Person, except for the representations and warranties expressly contained in Article II.
Adequacy of Information. Each Releasor hereby represents and warrants that it has adequate information regarding the terms of this Agreement, the scope and effect of the releases set forth herein, and all other matters encompassed by this Agreement to make an informed and knowledgeable decision with regard to entering into this Agreement, and that it has independently and without reliance upon the Releasees or any statements or information from the Releasees, made its own analysis and decision to enter into this Agreement.
Adequacy of Information the Holder has been given the opportunity to ask questions of, and to receive answers from, the Company concerning the terms and conditions of the within Warrants and to obtain additional information necessary to verify the accuracy of the information contained in the information described in subsection (f) hereinabove, or such other information as the Holder desired in order to evaluate an investment in the Company;
Adequacy of Information. Buyer acknowledges and agrees that:
6.2.8.1 it has been furnished with or given adequate access to the information about the Product and the Acquired Assets that it has requested;
6.2.8.2 it has carried out appropriate due diligence concerning the information given by Seller on the Products and the Acquired Assets and is taking full responsibility for making its own and independent evaluation of the Products and the Acquired Assets;
6.2.8.3 other than Seller’s representations and warranties set forth in this Agreement and the Ancillary Agreements, it has not relied on any representation or warranty made to Buyer or any of its employees, agents, stockholders, Affiliates or representatives, express or implied, at Law or in equity, regarding the Products, the Acquired Assets or the subject matter of this Agreement and it will not assert any claim against Seller or any of its employees, agents, stockholders, Affiliates or any representatives or hold Seller or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information furnished by Seller or any of its employees, agents, stockholders, Affiliates or any representatives, including any information in any “on-line” or physical data rooms or in any management presentations; and
6.2.8.4 Seller makes no warranty with respect to the accuracy and completeness of any estimates, projections, forecasts, plans, budgets, future financial condition or any financial statements made available by Seller to Buyer.
Adequacy of Information. The Major Stockholder represents and warrants that he, she or it has access to adequate information regarding the terms this Agreement, the scope and effect of the general release set forth herein, and all other matters encompassed by this Section 7, to make an informed and knowledgeable decision with regard to the agreements set forth in this Section 7. The Major Stockholder further represents and warrants that he has not relied upon the Company, HoldCo or any of the Investors, their respective subsidiaries or any other Releasees in deciding to agree to this Section 7 and has instead made his, her or its own independent analysis and decision to agree to this Section 7.
Adequacy of Information. TPG Sellers, by virtue of their representation on the Board of Directors of the Company, has information or access to information regarding the Company and its business, including financial and operating data for October, November and December 2006, necessary to make an informed and knowledgeable decision with regard to the transactions contemplated hereby. TPG Sellers understand that the Shares may in the future trade at prices higher than the purchase price at which TPG Sellers are selling such Shares to the Company under this Agreement, and that TPG Sellers, by entering into this Agreement, are foregoing any and all opportunities to share in any such increased value with respect to any Shares sold hereunder. TPG Sellers have not relied upon the Company, or any of its affiliates or agents, and has instead made its own independent analysis, in determining to enter into this Agreement and to consummate the transactions contemplated hereby.
