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

Buyer’s Due Diligence Investigation. (a) Buyer acknowledges and agrees that none of Sellers or the Company nor any of their respective Affiliates or Representatives has made any representations or warranties regarding Sellers, the Company, the Company’s business operations or assets, the Membership Units, or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties set forth in Article III and Article IV. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that no projections, forecasts, predictions, estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Company’s business or the Membership Units is or shall be deemed to be a representation or warranty by Sellers or the Company to Buyer under this Agreement or otherwise and that Buyer has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreement. Buyer further acknowledges and agrees that: (i) materials it and its Representatives have received from Sellers, the Company, and their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, include projections, forecasts, and predictions relating to the Company’s business; (ii) there are uncertainties inherent in attempting to make such projections, forecasts, and predictions; (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, and information so furnished; (iv) Buyer shall not have any claims against Sellers, the Company, or their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, with respect thereto; and (v) Buyer has not relied thereon. Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV, no Person has been authorized by the Company or Sellers to make any representation or warranty regarding Sellers, the Company, the Company’s business, assets or operations, the Membership Units, or the transactions contemplated by this Agreement and, if made, such representation or warranty may not be relied upon as having been authorized by the Company or either Seller. (b) Buyer acknowledges and agrees that it: (i) has made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Article III and Article IV, has formed an independent judgment concerning, the Company, its business, and the Membership Units, and (ii) has conducted such investigation of the Company, its business, and the Membership Units as Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the representations and warranties set forth in Article III and Article IV. Buyer further acknowledges and agrees that it will not at any time assert any claim against Sellers or the Company or any of their respective present and former Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, or omissions with respect to the information furnished by such Persons concerning Sellers, the Company, the Company’s business, or the Membership Units, other than any inaccuracies or misstatements in the representations and warranties set forth in Article III and Article IV. (c) Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that, if the Closing occurs, Buyer will acquire the Company and its businesses, properties, assets, and Liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties set forth in Article III and Article IV. Further, without limiting any representation or warranty set forth in Article III and Article IV, any condition to closing set forth in Article VII, or its rights pursuant to Section 6.02, Buyer acknowledges that it has waived and hereby waives as a condition to Closing or otherwise any further due diligence reviews, inspections, or examinations with respect to the Company and the Membership Units, including with respect to financial, operational, regulatory, and legal compliance matters.

Buyer’s Due Diligence Investigation. (a) Each Buyer acknowledges and agrees that none of Sellers or the Company nor any Sellers, the Beneficial Owners, the Companies, each of their respective Affiliates or Representatives nor their respective representatives has made any representations or warranties regarding the Sellers, the CompanyBeneficial Owners, the Company’s business operations or assetsCompanies, the Membership UnitsCompanies’ business operations, the Purchased Assets, the Assumed Liabilities, the operations of the Companies’ businesses, the Pharmacy Securities or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties set forth in Article III Section 3 and Article IVSection 4. Without limiting the generality of the foregoing, Buyer acknowledges the Buyers acknowledge and agrees agree that no projections, 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 material with respect to the Company’s business Companies’ businesses, the Purchased Assets, the Assumed Liabilities or the Membership Units Pharmacy Securities, is or shall be deemed to be a representation or warranty by Sellers the Sellers, the Beneficial Owners or the Company to Buyer Companies under this Agreement Agreement, or otherwise otherwise, and that Buyer has the Buyers have not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreement. Each Buyer further acknowledges and agrees that: (i) that materials it and its Representatives have received from the Sellers, the CompanyBeneficial Owners, the Companies and their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, Representatives include projections, forecasts, forecasts and predictions relating to the Company’s businessCompanies’ businesses; (ii) that there are uncertainties inherent in attempting to make such projections, forecasts, forecasts and predictions; (iii) 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, predictions and information so furnished; (iv) Buyer that the Buyers shall not have any claims against the Sellers, the CompanyBeneficial Owners, or the Companies, their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, their respective representatives with respect thereto; and (v) Buyer has that the Buyers have not relied thereon. Buyer acknowledges The Buyers acknowledge that, except for the representations and warranties set forth in Article III Section 3 and Article IVSection 4, no Person has been authorized by the Company Sellers, the Beneficial Owners or Sellers the Companies to make any representation or warranty regarding the Sellers, the CompanyBeneficial Owners, the Company’s business, assets or operationsCompanies, the Membership UnitsCompanies’ businesses, the Purchased Assets, the Assumed Liabilities, the operations of the Companies, the Pharmacy Securities or the transactions contemplated by this Agreement and, if made, such representation or warranty may not be relied upon as having been authorized by the Company Sellers, the Beneficial Owners or either Sellerthe Companies. (b) Each Buyer acknowledges and agrees that it: it (i) has made its own inquiry and investigation into, and, based thereon and thereon, on the representations and warranties set forth in Article III Section 3 and Article IVSection 4, and on the other covenants, agreements, terms, and conditions of this Agreement (and all other documents ancillary to this Agreement), has formed an independent judgment concerningconcerning the Companies, the CompanyCompanies’ businesses, its businessthe Purchased Assets, the Assumed Liabilities and the Membership UnitsPharmacy Securities, and (ii) has conducted such investigation investigations of the CompanyCompanies, its businessthe Companies’ businesses, the Purchased Assets, the Assumed Liabilities and the Membership Units Pharmacy Securities as such Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the representations and warranties set forth in Article III Section 3 and Article IV. Buyer further acknowledges and agrees that it will not at any time assert any claim against Sellers or the Company or any of their respective present and former Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, or omissions with respect to the information furnished by such Persons concerning Sellers, the Company, the Company’s business, or the Membership Units, other than any inaccuracies or misstatements in the representations and warranties set forth in Article III and Article IV. (c) Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that, if the Closing occurs, Buyer will acquire the Company and its businesses, properties, assetsSection 4, and Liabilities in an “as is” condition and on a “where is” basisthe other covenants, without any representation or warranty of any kindagreements, express or implied, except such representations and warranties set forth in Article III and Article IV. Further, without limiting any representation or warranty set forth in Article III and Article IV, any condition to closing set forth in Article VII, or its rights pursuant to Section 6.02, Buyer acknowledges that it has waived and hereby waives as a condition to Closing or otherwise any further due diligence reviews, inspections, or examinations with respect to the Company and the Membership Units, including with respect to financial, operational, regulatoryterms, and legal compliance mattersconditions of this Agreement (and any other documents ancillary to this Agreement).

Buyer’s Due Diligence Investigation. (a) The Buyer acknowledges and agrees that none of Sellers or the Company nor any Seller, the Owners, each of their respective Affiliates or Representatives nor their respective representatives has made any representations or warranties regarding Sellersthe Seller, the CompanyOwners, the CompanySeller’s business operations or assetsoperations, the Membership Unitsassets or operations of the Seller’s businesses, the Seller Equity Interests or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties set forth in Article III Section 4 and Article IVSection 5. Without limiting the generality of the foregoing, the Buyer acknowledges and agrees that no projections, 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 material with respect to the CompanySeller’s business businesses or the Membership Units Seller Equity Interests, is or shall be deemed to be a representation or warranty by Sellers the Seller or the Company to Buyer Owners under this Agreement Agreement, or otherwise otherwise, and that the Buyer has have not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreement. The Buyer further acknowledges and agrees that: (i) that materials it and its Representatives have received from Sellersthe Seller, the Company, Owners and their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, Representatives include projections, forecasts, forecasts and predictions relating to the CompanySeller’s businessbusinesses; (ii) that there are uncertainties inherent in attempting to make such projections, forecasts, forecasts and predictions; (iii) 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, predictions and information so furnished; (iv) that the Buyer shall not have any claims against Sellersthe Seller, the CompanyOwners, or their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, their respective representatives with respect thereto; and (v) that the Buyer has not relied thereon. The Buyer acknowledges that, except for the representations and warranties set forth in Article III Section 4 and Article IVSection 5, no Person has been authorized by the Company Seller or Sellers the Owners to make any representation or warranty regarding Sellersthe Seller, the CompanyOwners, the CompanySeller’s businessbusinesses, the assets or operationsoperations of the Seller, the Membership Units, Seller Equity Interest or the transactions contemplated by this Agreement and, if made, such representation or warranty may not be relied upon as having been authorized by the Company Seller or either Sellerthe Owners. (b) The Buyer acknowledges and agrees that it: it (i) has made its own inquiry and investigation into, and, based thereon and thereon, on the representations and warranties set forth in Article III Section 4 and Article IVSection 5, and on the other covenants, agreements, terms, and conditions of this Agreement (and all other documents ancillary to this Agreement), has formed an independent judgment concerning, the CompanySeller, its business, the Seller’s businesses and the Membership UnitsSeller Equity Interests, and (ii) has conducted such investigation investigations of the CompanySeller, its business, the Seller’s businesses and the Membership Units Seller Equity Interest as the Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the representations and warranties set forth in Article III Section 4 and Article IV. Buyer further acknowledges and agrees that it will not at any time assert any claim against Sellers or the Company or any of their respective present and former Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, or omissions with respect to the information furnished by such Persons concerning Sellers, the Company, the Company’s business, or the Membership Units, other than any inaccuracies or misstatements in the representations and warranties set forth in Article III and Article IV. (c) Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that, if the Closing occurs, Buyer will acquire the Company and its businesses, properties, assetsSection 5, and Liabilities in an “as is” condition and on a “where is” basisthe other covenants, without any representation or warranty of any kindagreements, express or implied, except such representations and warranties set forth in Article III and Article IV. Further, without limiting any representation or warranty set forth in Article III and Article IV, any condition to closing set forth in Article VII, or its rights pursuant to Section 6.02, Buyer acknowledges that it has waived and hereby waives as a condition to Closing or otherwise any further due diligence reviews, inspections, or examinations with respect to the Company and the Membership Units, including with respect to financial, operational, regulatoryterms, and legal compliance mattersconditions of this Agreement (and any other documents ancillary to this Agreement).

Buyer’s Due Diligence Investigation. (a) Buyer acknowledges and agrees that that, for the purposes of this Agreement, none of Sellers or the Company nor any of their respective Seller, its Affiliates or Representatives representatives has made any representations or warranties regarding Sellersthe Seller, the CompanyBusiness, the Company’s business operations or assets, the Membership Units, Purchased Assets or otherwise in connection with the transactions contemplated by this Agreementset forth herein or in the Ancillary Agreements, on which it relied other than the representations and warranties set forth expressly made by the Seller in Article III and Article IVSection 3. Without limiting the generality of the foregoing, Buyer ▇▇▇▇▇ acknowledges and agrees that no projections, forecasts, 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 material materials with respect to the Company’s business Business or the Membership Units Purchased Assets, is or shall be deemed to be a representation or warranty by Sellers the Seller or the Company any of its Affiliates 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 transactions contemplated by this Agreementtransaction set forth herein. Buyer further acknowledges and agrees that: (i) that to the extent materials it has received from the Seller and its Representatives have received from Sellers, the Company, agents and their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, representatives include projections, forecasts, forecasts and predictions relating to the Company’s businessPurchased Assets and the Business; (ii) that there are uncertainties inherent in attempting to make such projections, forecasts, forecasts and predictions; (iii) 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, predictions and information so furnished; (iv) that Buyer shall not have any claims against Sellersthe Seller, the Companyits officers, or their respective directors, Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇representatives, with respect thereto; and (v) that Buyer has not relied thereon. Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV, that no Person has been authorized by the Company or Sellers Seller to make any representation or warranty regarding Sellersthe Seller, the CompanyBusiness, the Company’s business, assets or operations, the Membership UnitsPurchased Assets, or the transactions contemplated by 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 Company or either Seller. (b) Buyer acknowledges and agrees that it: it (i) has made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Article III Section 3 and Article IV, has formed an independent judgment concerning, the Company, its business, Purchased Assets and the Membership UnitsBusiness, and (ii) has conducted such investigation investigations of the Company, its business, Purchased Assets and the Membership Units Business as Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the express representations and warranties of the Seller set forth in Article III and Article IVSection 3. Buyer further acknowledges and agrees that it will not at any time assert any claim against Sellers or the Company Seller or any of their respective its present and former Affiliates directors, officers, managers, partners, shareholders, employees, agents, Affiliates, consultants, investment bankers, attorneys, advisors or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇representatives, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, misstatements or omissions with respect to the information furnished by such Persons concerning Sellers, the Company, Purchased Assets and/or the Company’s business, or the Membership UnitsBusiness, other than any inaccuracies or misstatements in the representations and warranties expressly set forth in Article III Section 3 (subject to the limitations and Article IVexpiration set forth in Section 8). (c) Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that, if the Closing occurs, Buyer will acquire the Company and its businesses, properties, assets, and Liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties set forth in Article III and Article IV. Further, without limiting any representation representation, warranty or warranty covenant of the Seller expressly set forth in Article III and Article IV, any condition to closing set forth in Article VII, or its rights pursuant to Section 6.02herein, Buyer acknowledges that it has waived and hereby waives as a condition to Closing or otherwise any further due diligence reviews, inspections, inspections or examinations with respect to the Company Seller, the Purchased Assets and the Membership UnitsBusiness, including with respect to financial, operational, regulatory, regulatory and legal compliance matters.

Buyer’s Due Diligence Investigation. (a1) Buyer acknowledges and agrees that none of Sellers or the Company nor any of Company, the Seller, their respective Affiliates or Representatives and representatives has made any representations or warranties regarding Sellers, the Company, the Company’s business operations or assetsits Subsidiaries, the Membership Seller, the Business, the Purchased Units, the assets or operations of Company and its Subsidiaries or otherwise in connection with the transactions contemplated by this Agreementhereby, other than the representations and warranties set forth expressly made in Article III and Article IVSection 3. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that no projections, forecasts, 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 material with respect to the Company’s business or the Membership Units materials, is or shall be deemed to be a representation or warranty by Sellers or the Company or Seller 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 transactions contemplated by this Agreementhereby. Buyer further acknowledges and agrees that: (i) that materials it and its Representatives have received from Sellers, the Company, the Seller and their respective Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇representatives, include projections, forecasts, forecasts and predictions relating to the Company’s businessand its Subsidiaries’ Business; (ii) that there are uncertainties inherent in attempting to make such projections, forecasts, forecasts and predictions; (iii) 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, predictions and information so furnished; (iv) that Buyer shall not have any claims against Sellers, the Company, or the Seller, their respective officers, directors, Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, representatives with respect thereto; and (v) that Buyer has not relied thereon. Buyer acknowledges that, except for the representations and warranties set forth in Article III and Article IV, that no Person has been authorized by the Company or Sellers Seller to make any representation or warranty regarding Sellers, the Company, its Subsidiaries, Seller, the Company’s businessBusiness, the assets or operationsoperations of the Company or its Subsidiaries, the Membership Units, Purchased Units or the transactions contemplated by this Agreement and, if made, such representation or warranty may not be relied upon as having been authorized by the Company Company, Funraisers, Seller or either Sellertheir Affiliates. (b2) Buyer acknowledges and agrees that it: it has (i) has at all times prior to the Closing, managed and operated the Company and its Subsidiaries in accordance with the Services Agreement; (ii) made its own inquiry and investigation into, and, based thereon and on the representations and warranties set forth in Article III and Article IVSection 3, has formed an independent judgment concerning, concerning the Company, Company and its business, Subsidiaries and the Membership UnitsBusiness, and (iiiii) has conducted such investigation investigations of the Company, Company and its business, Subsidiaries and the Membership Units Business as Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, and the express representations and warranties of the Seller set forth in Article III and Article IVSection 3. Buyer further acknowledges and agrees that it will not at any time assert any claim Claim against Sellers or the Company Seller, the Company, its Subsidiaries or any of their respective present and former representatives or Affiliates or Representatives, including ▇▇▇▇▇ ▇▇▇▇▇▇▇, or attempt to hold any of such Persons liable, for any inaccuracies, misstatements, misstatements or omissions with respect to the information furnished by such Persons concerning SellersSeller, the Business, the Company, the Company’s business, its Subsidiaries or the Membership Units, Purchased Units other than any inaccuracies or misstatements in the representations and warranties expressly set forth in Article III Section 3 (subject to the limitations and Article IV. (c) Buyer acknowledges that the Purchase Price has been negotiated based on Buyer’s express agreement that, if the Closing occurs, Buyer will acquire the Company and its businesses, properties, assets, and Liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expiration set forth in Article III and Article IV. Further, without limiting any representation or warranty set forth in Article III and Article IV, any condition to closing set forth in Article VII, or its rights pursuant to Section 6.02, Buyer acknowledges that it has waived and hereby waives as a condition to Closing or otherwise any further due diligence reviews, inspections, or examinations with respect to the Company and the Membership Units, including with respect to financial, operational, regulatory, and legal compliance matters7).