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

Buyer’s Due Diligence Investigation. (a) Each Buyer acknowledges and agrees that none of the Sellers, the Beneficial Owners, the Companies, each of their respective Affiliates nor their respective representatives has made any representations or warranties regarding the Sellers, the Beneficial Owners, the Companies, the Companies’ 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 Section 3 and Section 4. Without limiting the generality of the foregoing, the Buyers acknowledge and 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 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 Sellers, the Beneficial Owners or the Companies under this Agreement, or otherwise, and that 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 materials it and its Representatives have received from the Sellers, the Beneficial Owners, the Companies and their respective Representatives include projections, forecasts and predictions relating to the Companies’ 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 the Buyers shall not have any claims against the Sellers, the Beneficial Owners, the Companies, their respective Affiliates or their respective representatives with respect thereto; and that the Buyers have not relied thereon. 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 Sellers, the Beneficial Owners or the Companies to make any representation or warranty regarding the Sellers, the Beneficial Owners, the Companies, the Companies’ 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 Sellers, the Beneficial Owners or the Companies. (b) Each Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, on the representations and warranties set forth in Section 3 and Section 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 concerning the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities and the Pharmacy Securities, and (ii) has conducted such investigations of the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities and the 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, the representations and warranties set forth in Section 3 and Section 4, and the other covenants, agreements, terms, and conditions of this Agreement (and any other documents ancillary to this Agreement).

Buyer’s Due Diligence Investigation. (a) Each The Buyer acknowledges and agrees that none of the SellersSeller, the Beneficial Owners, the Companies, each of their respective Affiliates nor their respective representatives has made any representations or warranties regarding the SellersSeller, the Beneficial Owners, the Companies, the Companies’ Seller’s business operations, the Purchased Assets, the Assumed Liabilities, the assets or operations of the Companies’ Seller’s businesses, the Pharmacy Securities Seller Equity Interests or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties set forth in Section 3 4 and Section 45. Without limiting the generality of the foregoing, the Buyers acknowledge Buyer acknowledges and agree 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 Companies’ businesses, the Purchased Assets, the Assumed Liabilities Seller’s businesses or the Pharmacy SecuritiesSeller Equity Interests, is or shall be deemed to be a representation or warranty by the Sellers, the Beneficial Owners Seller or the Companies Owners under this Agreement, or otherwise, and that the Buyers Buyer have not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreement. Each The Buyer further acknowledges and agrees that materials it and its Representatives have received from the SellersSeller, the Beneficial Owners, the Companies Owners and their respective Representatives include projections, forecasts and predictions relating to the Companies’ Seller’s businesses; that there are uncertainties inherent in attempting to make such projections, forecasts and predictions; that each 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 Buyers Buyer shall not have any claims against the SellersSeller, the Beneficial Owners, the Companies, their respective Affiliates or their respective representatives with respect thereto; and that the Buyers have Buyer has not relied thereon. The Buyers acknowledge Buyer acknowledges that, except for the representations and warranties set forth in Section 3 4 and Section 45, no Person has been authorized by the Sellers, the Beneficial Owners Seller or the Companies Owners to make any representation or warranty regarding the SellersSeller, the Beneficial Owners, the Companies, the Companies’ Seller’s businesses, the Purchased Assets, the Assumed Liabilities, the assets or operations of the CompaniesSeller, the Pharmacy Securities 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 Sellers, the Beneficial Owners Seller or the CompaniesOwners. (b) Each The Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, on the representations and warranties set forth in Section 3 4 and Section 45, 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 Companiesconcerning, the Companies’ businessesSeller, the Purchased Assets, the Assumed Liabilities Seller’s businesses and the Pharmacy SecuritiesSeller Equity Interests, and (ii) has conducted such investigations of the CompaniesSeller, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities Seller’s businesses and the Pharmacy Securities Seller Equity Interest as such the Buyer deems necessary to satisfy itself as to the operations and conditions thereof, and will rely solely on such investigations and inquiries, the representations and warranties set forth in Section 3 4 and Section 45, and the other covenants, agreements, terms, and conditions of this Agreement (and any other documents ancillary to this Agreement).

Buyer’s Due Diligence Investigation. (a1) Each Buyer acknowledges and agrees that none of the SellersCompany, the Beneficial OwnersSeller, the Companies, each of their respective Affiliates nor their respective and representatives has made any representations or warranties regarding the SellersCompany, its Subsidiaries, the Beneficial OwnersSeller, the Companies, the Companies’ business operationsBusiness, the Purchased AssetsUnits, the Assumed Liabilities, the assets or operations of the Companies’ businesses, the Pharmacy Securities 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 Section 3 and Section 43. Without limiting the generality of the foregoing, the Buyers acknowledge Buyer acknowledges and agree 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 Companies’ businesses, the Purchased Assets, the Assumed Liabilities or the Pharmacy Securitiesmaterials, is or shall be deemed to be a representation or warranty by the SellersCompany or Seller to Buyer, the Beneficial Owners or the Companies under this Agreement, or otherwise, and that the Buyers have Buyer has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreementhereby. Each Buyer further acknowledges and agrees that materials it and its Representatives have received from the SellersCompany, the Beneficial Owners, the Companies Seller and their respective Representatives representatives, include projections, forecasts and predictions relating to the CompaniesCompany’s and its Subsidiaries’ businessesBusiness; 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 evaluations of the adequacy and accuracy of all projections, forecasts, predictions and information so furnished; that the Buyers Buyer shall not have any claims against the SellersCompany, the Beneficial Owners, the CompaniesSeller, their respective officers, directors, Affiliates or their respective representatives with respect thereto; and that the Buyers have Buyer has not relied thereon. The Buyers acknowledge that, except for the representations and warranties set forth in Section 3 and Section 4, Buyer acknowledges that no Person has been authorized by the Sellers, the Beneficial Owners Company or the Companies Seller to make any representation or warranty regarding the SellersCompany, its Subsidiaries, Seller, the Beneficial OwnersBusiness, the Companies, assets or operations of the Companies’ businessesCompany or its Subsidiaries, the Purchased Assets, the Assumed Liabilities, the operations of the Companies, the Pharmacy Securities 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 SellersCompany, the Beneficial Owners Funraisers, Seller or the Companiestheir Affiliates. (b2) Each Buyer acknowledges and agrees that 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, thereon and on the representations and warranties set forth in Section 3 and Section 4, and on the other covenants, agreements, terms, and conditions of this Agreement (and all other documents ancillary to this Agreement)3, has formed an independent judgment concerning the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities Company and its Subsidiaries and the Pharmacy SecuritiesBusiness, and (iiiii) has conducted such investigations of the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities Company and its Subsidiaries and the Pharmacy Securities Business 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 express representations and warranties of the Seller set forth in Section 3. Buyer further acknowledges and agrees that it will not at any time assert any Claim against the Seller, the Company, its Subsidiaries or any of their present and former representatives or Affiliates 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 Seller, the Business, the Company, its Subsidiaries or the Purchased Units other than any inaccuracies or misstatements in the representations and warranties expressly set forth in Section 3 (subject to the limitations and expiration set forth in Section 4, and the other covenants, agreements, terms, and conditions of this Agreement (and any other documents ancillary to this Agreement7).

Buyer’s Due Diligence Investigation. (a) Each Buyer acknowledges and agrees that that, for the purposes of this Agreement, none of the SellersSeller, the Beneficial Owners, the Companies, each of their respective its Affiliates nor their respective or representatives has made any representations or warranties regarding the SellersSeller, the Beneficial Owners, the Companies, the Companies’ business operationsBusiness, the Purchased Assets, the Assumed Liabilities, the operations of the Companies’ businesses, the Pharmacy Securities 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 Section 3 and Section 43. Without limiting the generality of the foregoing, the Buyers acknowledge Xxxxx acknowledges and agree 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 Companies’ businesses, Business or the Purchased Assets, the Assumed Liabilities or the Pharmacy Securities, is or shall be deemed to be a representation or warranty by the SellersSeller or any of its Affiliates to Buyer, the Beneficial Owners or the Companies under this Agreement, or otherwise, and that the Buyers have Buyer has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated by this Agreementtransaction set forth herein. Each Buyer further acknowledges and agrees that to the extent materials it and its Representatives have has received from the Sellers, the Beneficial Owners, the Companies Seller and their respective Representatives its agents and representatives include projections, forecasts and predictions relating to the Companies’ businessesPurchased Assets and the Business; 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 the Buyers Buyer shall not have any claims against the SellersSeller, the Beneficial Ownersits officers, the Companiesdirectors, their respective Affiliates or their respective representatives representatives, with respect thereto; and that the Buyers have Buyer has not relied thereon. The Buyers acknowledge that, except for the representations and warranties set forth in Section 3 and Section 4, Buyer acknowledges that no Person has been authorized by the Sellers, the Beneficial Owners or the Companies Seller to make any representation or warranty regarding the SellersSeller, the Beneficial Owners, the Companies, the Companies’ businessesBusiness, the Purchased Assets, the Assumed Liabilities, the operations of the Companies, the Pharmacy Securities 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 Sellers, the Beneficial Owners or the CompaniesSeller. (b) Each Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, thereon and on the representations and warranties set forth in Section 3 and Section 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 concerning the Companies, the Companies’ businessesconcerning, the Purchased Assets, the Assumed Liabilities Assets and the Pharmacy SecuritiesBusiness, and (ii) has conducted such investigations of the Companies, the Companies’ businesses, the Purchased Assets, the Assumed Liabilities Assets and the Pharmacy Securities Business 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 express representations and warranties of the Seller set forth in Section 3. Buyer further acknowledges and agrees that it will not at any time assert any claim against the Seller or any of its present and former directors, officers, managers, partners, shareholders, employees, agents, Affiliates, consultants, investment bankers, attorneys, advisors or representatives, 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 the Purchased Assets and/or the Business, other than any inaccuracies or misstatements in the representations and warranties expressly set forth in Section 3 (subject to the limitations and expiration set forth in Section 48). (c) Further, without limiting any representation, warranty or covenant of the Seller expressly set forth herein, Buyer acknowledges that it has waived and hereby waives any further due diligence reviews, inspections or examinations with respect to the Seller, the Purchased Assets and the other covenantsBusiness, agreementsincluding with respect to financial, termsoperational, regulatory and conditions of this Agreement (and any other documents ancillary to this Agreement)legal compliance matters.

Buyer’s Due Diligence Investigation. (a) Each Buyer acknowledges and agrees that none of Sellers or the Sellers, the Beneficial Owners, the Companies, each Company nor any of their respective Affiliates nor their respective representatives or Representatives has made any representations or warranties regarding the Sellers, the Beneficial OwnersCompany, the CompaniesCompany’s business operations or assets, the Companies’ business operationsMembership Units, 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 Section 3 Article III and Section 4Article IV. Without limiting the generality of the foregoing, the Buyers acknowledge Buyer acknowledges and agree 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 Companies’ businesses, the Purchased Assets, the Assumed Liabilities Company’s business or the Pharmacy Securities, Membership Units is or shall be deemed to be a representation or warranty by the Sellers, the Beneficial Owners Sellers or the Companies Company to Buyer under this Agreement, Agreement or otherwise, otherwise and that the Buyers have Buyer has 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 that: (i) materials it and its Representatives have received from the Sellers, the Beneficial OwnersCompany, the Companies and their respective Representatives Affiliates or Representatives, including Xxxxx Xxxxxxx, include projections, forecasts forecasts, and predictions relating to the Companies’ businessesCompany’s business; that (ii) there are uncertainties inherent in attempting to make such projections, forecasts forecasts, and predictions; that each (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 the Buyers (iv) Buyer shall not have any claims against the Sellers, the Beneficial OwnersCompany, the Companies, or their respective Affiliates or their respective representatives Representatives, including Xxxxx Xxxxxxx, with respect thereto; and that the Buyers have (v) Buyer has not relied thereon. The Buyers acknowledge Buyer acknowledges that, except for the representations and warranties set forth in Section 3 Article III and Section 4Article IV, no Person has been authorized by the Sellers, the Beneficial Owners Company or the Companies Sellers to make any representation or warranty regarding the Sellers, the Beneficial OwnersCompany, the CompaniesCompany’s business, assets or operations, the Companies’ businessesMembership Units, 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 Sellers, the Beneficial Owners Company or the Companieseither Seller. (b) Each Buyer acknowledges and agrees that it it: (i) has made its own inquiry and investigation into, and, based thereon, thereon and on the representations and warranties set forth in Section 3 Article III and Section 4, and on the other covenants, agreements, terms, and conditions of this Agreement (and all other documents ancillary to this Agreement)Article IV, has formed an independent judgment concerning the Companiesconcerning, the Companies’ businessesCompany, the Purchased Assetsits business, the Assumed Liabilities and the Pharmacy SecuritiesMembership Units, and (ii) has conducted such investigations investigation of the CompaniesCompany, the Companies’ businessesits business, the Purchased Assets, the Assumed Liabilities and the Pharmacy Securities Membership Units 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 Section 3 Article III and Section 4Article 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 Xxxxx Xxxxxxx, 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 other covenantsCompany and the Membership Units, agreementsincluding with respect to financial, termsoperational, regulatory, and conditions of this Agreement (and any other documents ancillary to this Agreement)legal compliance matters.