Common use of Buyer’s Independent Investigation Clause in Contracts

Buyer’s Independent Investigation. In entering into this Agreement, Buyer has relied solely on Seller’s express representations and warranties set forth herein and in the closing certificate delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements), Buyer’s own expertise, and Buyer’s Representatives as to the Assets and Assumed Obligations, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (a) it has completed such independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and has made all such reviews and inspections of the Assets and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement and (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and made all such reviews and inspections of the Assets and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction contemplated hereby. Except for the representations and warranties expressly made by Seller in Article 4 and the closing certificate to be delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements), Buyer acknowledges that neither Seller nor any of its Representatives has made, and Buyer has not relied on, any representations or warranties, express or implied, as to the Assets or Assumed Obligations.

Buyer’s Independent Investigation. In entering into this Agreement, Buyer has relied solely on Seller’s and Pioneer’s express representations and warranties set forth herein in Article 4 and Article 5, respectively, and in the closing certificate delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements)Pioneer, Buyer’s own expertise, and Buyer’s Representatives as to the Assets Assets, performance of the Seller Services and Assumed Obligations, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (a) it has completed such independent investigation, verification, analysis, and evaluation of the Assets Assets, performance of the Seller Services and Assumed Obligations and has made all such reviews and inspections of the Assets Assets, performance of the Seller Services and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement and Agreement, (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets Assets, performance of the Seller Services and Assumed Obligations and made all such reviews and inspections of the Assets Assets, performance of the Seller Services and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction transactions contemplated herebyhereby and (c) at Closing, Buyer shall be deemed to have knowledge of all data and information contained in the Data Room. Except for the representations and warranties expressly made by Seller in Article 4 and the closing certificate to be delivered by Seller pursuant to Section 10.2(c) Seller, or by Pioneer in Article 5 and in the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements)closing certificate to be delivered by Pioneer, Buyer acknowledges that neither Seller Seller, Pioneer nor any of its their Representatives has made, and Buyer has not relied on, any representations or warranties, express or implied, as to the Assets or Assets, performance of the Seller Services and Assumed Obligations. Buyer has no Knowledge of any breach by Seller of any representation or warranty contained in this Agreement, or of any condition or circumstance that would excuse Seller or Pioneer from performance of its obligations under this Agreement.

Buyer’s Independent Investigation. In entering into this AgreementBuyer acknowledges that it has analyzed and become familiar with the Purchased Assets and has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Purchased Assets and the suitability thereof for Buyer's potential purchase, development and use. Buyer has relied solely acknowledges that except as specifically provided for in Section 6 herein, (i) the Operating Assets and the Property are being sold "AS IS - WHERE IS;" and (ii) Seller is making no representation or warranty regarding the Operating Assets, the Fee Properties, the Prior Lease, the Lease, the Leased Property or the transactions contemplated herein. Seller shall not be liable for any failure to investigate the Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s 's behalf, except for the express representations and warranties set forth herein and in the closing certificate delivered by of Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in this Agreement or for any fraudulent or willful misrepresentation made by Seller. It is expressly understood and agreed that the Assignment Agreements), Buyer’s own expertise, and Buyer’s Representatives as to amount of the Assets and Assumed ObligationsPurchase Price reflects, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (a) it has completed such independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and has made all such reviews and inspections of the Assets and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement and (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and made all such reviews and inspections of the Assets and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction contemplated hereby. Except for the representations and warranties expressly made Property being sold by Seller in Article 4 and purchased by Buyer is subject to, the closing certificate to be delivered by Seller pursuant to Section 10.2(c) and in foregoing disclaimers, which shall survive the other Transaction Documents (including the special warranty of title set forth in the Assignment Agreements), Buyer acknowledges that neither Seller nor any of its Representatives has made, and Buyer has not relied on, any representations or warranties, express or implied, as to the Assets or Assumed ObligationsClosing.

Buyer’s Independent Investigation. In entering into this AgreementBuyer acknowledges that it has analyzed and become familiar with the Operating Assets, the Xxxxx Property and the Leased Property and has made such independent investigations as Buyer deems necessary or appropriate concerning the condition of the Operating Assets, the Xxxxx Property and the Leased Property and the suitability thereof for Buyer's potential purchase, development and use. Buyer acknowledges that it has relied solely been made aware that the septic system for the Xxxxx Property and the Leased Property does not have a xxxxx field and the septic tanks for the Xxxxx Property and the Leased Property must be regularly emptied by a third-party service provider. Buyer acknowledges that except as specifically provided for in Section 6 herein, (i) the Operating Assets and the Xxxxx Property are being sold and that the Lease and the Option are being assigned "AS IS - WHERE IS," and (ii) Seller is making no representation or warranty regarding the Operating Assets, the Xxxxx Property, the Lease, the Option, the Leased Property or the transactions contemplated herein. Seller shall not be liable for any failure to investigate the Xxxxx Property and Leased Property nor shall Seller be bound in any manner by any verbal or written statements, representations, appraisals, environmental assessment reports, or other information pertaining to the Xxxxx Property and Leased Property or the operation thereof, furnished by Seller or by any real estate broker, attorney, agent, representative, employee, servant or other person acting on Seller’s 's behalf, except for the express representations and warranties set forth herein and in the closing certificate delivered by of Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in this Agreement. It is expressly understood and agreed that the Assignment Agreements), Buyer’s own expertise, and Buyer’s Representatives as to amount of the Assets and Assumed ObligationsPurchase Price reflects, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that (a) it has completed such independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and has made all such reviews and inspections of the Assets and Assumed Obligations as it has deemed necessary or appropriate to enter into this Agreement and (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Assets and Assumed Obligations and made all such reviews and inspections of the Assets and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction contemplated hereby. Except for the representations and warranties expressly made Xxxxx Property is being sold by Seller in Article 4 and purchased by Buyer and the closing certificate Lease and the Option are being assigned to be delivered by Seller pursuant to Section 10.2(c) and in Buyer subject to, the other Transaction Documents (including foregoing disclaimers, which shall survive the special warranty of title set forth in the Assignment Agreements), Buyer acknowledges that neither Seller nor any of its Representatives has made, and Buyer has not relied on, any representations or warranties, express or implied, as to the Assets or Assumed ObligationsClosing.

Buyer’s Independent Investigation. In entering into this AgreementBuyer and Merger Sub each represents, Buyer has relied solely on Seller’s express representations warrants and warranties set forth herein acknowledges that (i) it and in its representatives have undertaken an independent investigation, examination, analysis and verification of each Acquired Company and the closing certificate delivered by Seller pursuant to Section 10.2(c) Business and in the other Transaction Documents (assets, liabilities, operations, financial results and prospects of each Acquired Company, including the special warranty of title set forth in the Assignment Agreements), Buyer’s and Merger Sub’s own expertise, and Buyer’s Representatives as to the Assets and Assumed Obligations, and estimate of the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, Seller or any Representatives of Seller. Buyer acknowledges and affirms that the Shares (aii) it has completed such independent investigation, verification, analysishad the opportunity to ask questions of, and evaluation has received sufficient answers from, the Acquired Companies, the Sellers and their respective representatives, with respect to the Business and the assets, liabilities, operations, financial results, and prospects of each Acquired Company, (iii) all materials and information requested by Buyer or Merger Sub have been provided to Buyer and Merger Sub to their reasonable satisfaction, and (iv) it has undertaken such due diligence (including a review of the Assets assets, liabilities, books, records and Assumed Obligations contracts of each Acquired Company) as each of them deems adequate. Neither Buyer nor Merger Sub has relied upon, and has made all such reviews each expressly waives and inspections releases the Sellers (including for any payment out of the Assets and Assumed Obligations as it has deemed necessary Post-Closing Adjustment Escrow Amount) from any liability for any claims relating to or appropriate to enter into this Agreement and (b) at Closingarising from, Buyer shall have completedany representation, warranty, statement, advice, document, projection, or caused to be completedother information of any type provided by the Sellers, its independent investigationany Acquired Company, verificationor their Affiliates or any of their representatives, analysis, and evaluation of the Assets and Assumed Obligations and made all such reviews and inspections of the Assets and Assumed Obligations as Buyer has deemed necessary or appropriate to consummate the transaction contemplated hereby. Except except for the those representations and warranties expressly made by Seller in Article 4 and the closing certificate to be delivered by Seller pursuant to Section 10.2(c) and in the other Transaction Documents (including the special warranty of title set forth in Article 3. In connection with such investigation, each of Buyer and Merger Sub and their representatives have received from or on behalf of the Assignment AgreementsSellers or the Acquired Companies certain estimates, budgets, forecasts, plans and financial projections (“Forward‑Looking Statements”), Buyer acknowledges that neither Seller nor any of its Representatives has made, and Buyer has not relied onand Merger Sub each acknowledges that (x) there are uncertainties inherent in making Forward‑Looking Statements, (y) it is familiar with such uncertainties and it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward‑Looking Statements, and (z) except for those representations and warranties expressly set forth in Article 3, none of the Sellers, the Acquired Companies, or any representations other Person is making any representation or warrantieswarranty with respect to, express or impliedwill have or be subject to any liability to Buyer, as Merger Sub, or any other Person resulting from, the distribution to the Assets Buyer or Assumed ObligationsMerger Sub, or their use of, Forward‑Looking Statements.