Common use of Buyer’s Due Diligence Investigation Clause in Contracts

Buyer’s Due Diligence Investigation. (a) Buyer acknowledges and agrees that, for the purposes of this Agreement, none of the Seller, its Affiliates or representatives has made any representations or warranties regarding the Seller, the Business, the Purchased Assets or otherwise in connection with the transactions set forth herein or in the Ancillary Agreements, on which it relied other than the representations and warranties expressly made by the Seller in Section 3. Without limiting the generality of the foregoing, Xxxxx acknowledges and agrees that no projections, forecasts and predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials with respect to the Business or the Purchased Assets, is or shall be deemed to be a representation or warranty by the Seller or any of its Affiliates to Buyer, under this Agreement, or otherwise, and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the transaction set forth herein. Buyer further acknowledges and agrees that to the extent materials it has received from the Seller and its agents and representatives include projections, forecasts and predictions relating to the Purchased Assets and the Business; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that Buyer shall not have any claims against the Seller, its officers, directors, Affiliates or representatives, with respect thereto; and that Buyer has not relied thereon. Buyer acknowledges that no Person has been authorized by the Seller to make any representation or warranty regarding the Seller, the Business, the Purchased Assets, or the transactions set forth in this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the Seller.

Buyer’s Due Diligence Investigation. (a) Buyer acknowledges and agrees that, for the purposes of this Agreement, that none of Sellers or the Seller, its Company nor any of their respective Affiliates or representatives Representatives has made any representations or warranties regarding the SellerSellers, the BusinessCompany, the Purchased Assets Company’s business operations or assets, the Membership Units, or otherwise in connection with the transactions set forth herein or in the Ancillary Agreementscontemplated by this Agreement, on which it relied other than the representations and warranties expressly made by the Seller set forth in Section 3Article III and Article IV. Without limiting the generality of the foregoing, Xxxxx Buyer acknowledges and agrees that no projections, forecasts and forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials material with respect to the Business Company’s business or the Purchased Assets, Membership Units is or shall be deemed to be a representation or warranty by Sellers or the Seller or any of its Affiliates Company to Buyer, Buyer under this Agreement, Agreement or otherwise, otherwise and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the transaction set forth hereintransactions contemplated by this Agreement. Buyer further acknowledges and agrees that to the extent that: (i) materials it has and its Representatives have received from Sellers, the Seller Company, and its agents and representatives their respective Affiliates or Representatives, including Xxxxx Xxxxxxx, include projections, forecasts forecasts, and predictions relating to the Purchased Assets and the BusinessCompany’s business; that (ii) there are uncertainties inherent in attempting to make such projections, forecasts forecasts, and predictions; that (iii) Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions predictions, and information so furnished; that (iv) Buyer shall not have any claims against Sellers, the SellerCompany, its officers, directors, or their respective Affiliates or representativesRepresentatives, including Xxxxx Xxxxxxx, with respect thereto; and that (v) Buyer has not relied thereon. Buyer acknowledges that that, except for the representations and warranties set forth in Article III and Article IV, no Person has been authorized by the Seller Company or Sellers to make any representation or warranty regarding the SellerSellers, the BusinessCompany, the Purchased AssetsCompany’s business, assets or operations, the Membership Units, or the transactions set forth in contemplated by this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the Company or either Seller.

Buyer’s Due Diligence Investigation. (a) The Buyer acknowledges and agrees that, for the purposes of this Agreement, that none of the Seller, its the Owners, each of their respective Affiliates or nor their respective representatives has made any representations or warranties regarding the Seller, the BusinessOwners, the Purchased Assets Seller’s business operations, the assets or operations of the Seller’s businesses, the Seller Equity Interests or otherwise in connection with the transactions set forth herein or in the Ancillary Agreementscontemplated by this Agreement, on which it relied other than the representations and warranties expressly made by the Seller set forth in Section 34 and Section 5. Without limiting the generality of the foregoing, Xxxxx the Buyer acknowledges and agrees that no projections, forecasts and forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials material with respect to the Business Seller’s businesses or the Purchased AssetsSeller Equity Interests, is or shall be deemed to be a representation or warranty by the Seller or any of its Affiliates to Buyer, the Owners under this Agreement, or otherwise, and that the Buyer has have not relied thereon in determining to execute this Agreement and proceed with the transaction set forth hereintransactions contemplated by this Agreement. The Buyer further acknowledges and agrees that to the extent materials it has and its Representatives have received from the Seller Seller, the Owners and its agents and representatives their respective Representatives include projections, forecasts and predictions relating to the Purchased Assets and the BusinessSeller’s businesses; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that the Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that the Buyer shall not have any claims against the Seller, its officersthe Owners, directors, their respective Affiliates or representatives, their respective representatives with respect thereto; and that the Buyer has not relied thereon. The Buyer acknowledges that that, except for the representations and warranties set forth in Section 4 and Section 5, no Person has been authorized by the Seller or the Owners to make any representation or warranty regarding the Seller, the BusinessOwners, the Purchased AssetsSeller’s businesses, the assets or operations of the Seller, the Seller Equity Interest or the transactions set forth in contemplated by this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the SellerSeller or the Owners.

Buyer’s Due Diligence Investigation. (a) Each Buyer acknowledges and agrees that, for the purposes of this Agreement, that none of the SellerSellers, its the Beneficial Owners, the Companies, each of their respective Affiliates or nor their respective representatives has made any representations or warranties regarding the SellerSellers, the BusinessBeneficial Owners, the Companies, the Companies’ business operations, the Purchased Assets Assets, the Assumed Liabilities, the operations of the Companies’ businesses, the Pharmacy Securities or otherwise in connection with the transactions set forth herein or in the Ancillary Agreementscontemplated by this Agreement, on which it relied other than the representations and warranties expressly made by the Seller set forth in Section 33 and Section 4. Without limiting the generality of the foregoing, Xxxxx acknowledges the Buyers acknowledge and agrees agree that no projections, forecasts and forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering materials material with respect to the Business or Companies’ businesses, the Purchased Assets, the Assumed Liabilities or the Pharmacy Securities, is or shall be deemed to be a representation or warranty by the Seller Sellers, the Beneficial Owners or any of its Affiliates to Buyer, the Companies under this Agreement, or otherwise, and that Buyer has the Buyers have not relied thereon in determining to execute this Agreement and proceed with the transaction set forth hereintransactions contemplated by this Agreement. Each Buyer further acknowledges and agrees that to the extent materials it has and its Representatives have received from the Seller Sellers, the Beneficial Owners, the Companies and its agents and representatives their respective Representatives include projections, forecasts and predictions relating to the Purchased Assets and the BusinessCompanies’ businesses; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that each Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that Buyer the Buyers shall not have any claims against the SellerSellers, its officersthe Beneficial Owners, directorsthe Companies, their respective Affiliates or representatives, their respective representatives with respect thereto; and that Buyer has the Buyers have not relied thereon. Buyer acknowledges that The Buyers acknowledge that, except for the representations and warranties set forth in Section 3 and Section 4, no Person has been authorized by the Seller Sellers, the Beneficial Owners or the Companies to make any representation or warranty regarding the SellerSellers, the BusinessBeneficial Owners, the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities, the operations of the Companies, the Pharmacy Securities or the transactions set forth in contemplated by this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the SellerSellers, the Beneficial Owners or the Companies.

Buyer’s Due Diligence Investigation. (a1) Buyer acknowledges and agrees that, for the purposes of this Agreement, that none of the Company, the Seller, its their Affiliates or and representatives has made any representations or warranties regarding the Company, its Subsidiaries, the Seller, the Business, the Purchased Assets Units, the assets or operations of Company and its Subsidiaries or otherwise in connection with the transactions set forth herein or in the Ancillary Agreementscontemplated hereby, on which it relied other than the representations and warranties expressly made by the Seller in Section 3. Without limiting the generality of the foregoing, Xxxxx Buyer acknowledges and agrees that no projections, forecasts and predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour)presentations, memoranda, or offering materials with respect to the Business or the Purchased Assetsmaterials, is or shall be deemed to be a representation or warranty by the Company or Seller or any of its Affiliates to Buyer, under this Agreement, or otherwise, and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the transaction set forth hereintransactions contemplated hereby. Buyer further acknowledges and agrees that to the extent materials it has its Representatives have received from the Company, the Seller and its agents and representatives their representatives, include projections, forecasts and predictions relating to the Purchased Assets Company’s and the its Subsidiaries’ Business; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that Buyer is familiar with such uncertainties and is taking full responsibility for making its own evaluation evaluations of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that Buyer shall not have any claims against the Company, the Seller, its their officers, directors, Affiliates or representatives, representatives with respect thereto; and that Buyer has not relied thereon. Buyer acknowledges that no Person has been authorized by the Company or Seller to make any representation or warranty regarding the Company, its Subsidiaries, Seller, the Business, the assets or operations of the Company or its Subsidiaries, the Purchased Assets, Units or the transactions set forth in contemplated by this Agreement and in the Ancillary Agreements and, if made, such representation or warranty may not be relied upon as having been authorized by the SellerCompany, Funraisers, Seller or their Affiliates.