Buyer’s Investigation and Reliance Sample Clauses

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer together with expert advisors that it has engaged for such purpose. Buyer and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries and other information that they have requested in connection with their investigation of the Companies and the transactions contemplated hereby. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or their Affiliates or Representatives with respect to the Companies, except as expressly set forth in Article IV and the Disclosure Schedules. Neither the Sellers nor any of their Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither the Sellers nor any of their Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Companies. Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Companies without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, on an “as is” and “where is” basis, except as expressly set forth in Article IV and the Disclosure Schedules. Buyer has no Knowledge or reason to believe that any of the representations or warranties made by the Sellers as of the date hereof are untrue, incomplete or inaccurate. Nothing in this Section 5.6 is intended to modi...

Buyer’s Investigation and Reliance. None of the Sellers, the Company nor any of their respective Affiliates or Representatives have made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with the Buyer’s investigation of the Company, except as expressly set forth in this Agreement, and the Sellers, the Company and their respective Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. The Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Seller, the Company, or any their respective Affiliates or Representatives, except as expressly set forth in Article III, with respect to representations made only by each of the Sellers as to itself, and Article IV, with respect to representations made only by the Company as to itself. None of the Sellers, the Company or any of their respective Affiliates or Representatives shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the transactions contemplated by this Agreement. None of the Sellers, the Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. The Buyer acknowledges that the Buyer shall acquire the Company on an “as is” and “where is” basis, except as otherwise expressly set forth in Article IV. The Buyer acknowledges and agrees that the representations and warranties in Article III are the result of arms’ length negotiations between sophisticated parties and such representations and warranties are made, and the Buyer is relying on such representations and warranties, solely for the purposes of (a) rights to indemnification under Article IX, (b) Section 8.2(a) and (b) hereof and (c) Section 10.1 hereof.

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Business, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby, which investigation, review and analysis was conducted by the Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. The Buyer and its Representatives have been provided with reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Sellers relating to the Business and other information that they have requested in connection with their investigation of the Business, the Transferred Assets, the Assumed Liabilities and the transactions contemplated hereby. In entering into this Agreement, the Buyer acknowledges that it has relied solely upon (i) the aforementioned investigation, review and analysis and (ii) the representations and warranties set forth in Article III (and is not relying on any other factual representations or opinions of the Seller or its representatives). The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Business and the Transferred Assets without any surviving representations or warranties, on an "as is" and "where is" basis and, other than the representations and warranties set forth in Article III, none of the Sellers, any of their Affiliates, or any of their respective officers, directors, employees, agents, Representatives or direct or indirect equityholders make or have made any representation or warranty, express or implied, at law or in equity, as to any matter whatsoever relating to the Business, the Transferred Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to: (a) merchantability or fitness for any particular use or purpose; (b) the operation of the Business by the Buyer after the Closing in any manner; or (c) the probable success or profitability of the Business after the Closing. Except as expressly set forth in the representations and warranties set forth in Article III, none of the Sellers, any of their Affiliates or any their respective officers, directors, employees, agents, Representatives or stockholders will have or will be subject to any Liability or indemnification obligation to the Buyer or any other Person resulting from the distribution to the Buyer or its Affiliates or Representatives of,...

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review, and analysis regarding the Business, the Purchased Assets, the Buyer Liabilities, and the transactions contemplated hereby, which investigation, review, and analysis were conducted by Buyer together with expert advisors, including legal counsel, that it has engaged for such purpose. Neither the Seller nor any of its Affiliates, directors, employees, or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Business, the Purchased Assets or the Buyer Liabilities contained herein or made available in connection with Buyer’s investigation of the foregoing, except as expressly set forth in ‎Article 3 and Seller and its Affiliates and representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Buyer has not relied and is not relying on any statement, representation, or warranty, oral or written, express or implied (including any representation or warranty as to merchantability or fitness for a particular purpose), made by Seller or any of its Affiliates or representatives, except as expressly set forth in ‎Article 3.

Buyer’s Investigation and Reliance. (a) Pursuant to the Confidentiality Agreement, the Access Agreement, and this Agreement, the Buyer expects to be granted an opportunity to inspect and investigate the Owned Real Property, either independently or through agents of the Buyer’s choosing, including: (i) all matters relating to title (including, without limitation, one or more commitments to issue an owner’s policy of title insurance with respect to the Owned Real Property issued by the Title Company and copies of each and every recorded document referred to on Schedule B thereof), together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; (ii) the physical condition and aspects of the Owned Real Property, including, without limitation, the interior, the exterior, the square footage within the improvements on the Owned Real Property, the structure, the paving, the utilities, and all other physical and functional aspects of the Owned Real Property, including, without limitation, an examination for the presence or absence of Hazardous Materials, which shall be performed or arranged by the Buyer at the Buyer’s sole expense; (iii) any easements and/or access rights affecting the Owned Real Property; (iv) the Permits and any other documents or agreements of significance affecting the Owned Real Property; and (v) all other matters of material significance affecting the Owned Real Property. (b) THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAVE BEEN NEGOTIATED AMONG THE PARTIES HERETO, AND THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF THE PARTIES, AND THE BUYER HAS CONDUCTED ITS OWN INDEPENDENT EXAMINATION OF THE BUSINESS, THE TRANSFERRED ASSETS (INCLUDING THE OWNED REAL PROPERTY) AND THE ASSUMED LIABILITIES. OTHER THAN THE MATTERS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DISCLOSURE SCHEDULES, ANY DOCUMENT TO BE DELIVERED AT CLOSING, THE ANCILLARY AGREEMENTS OR IN ANY CERTIFICATE DELIVERED IN CONNECTION HEREWITH, AS SUCH MAY BE LIMITED BY THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, THE BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF THE SELLER, ANY AFFILIATE OF THE SELLER, OR ANY OF THE AGENTS OR REPRESENTATIVES THEREOF. OTHER THAN THE MATTERS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE DISCLOSURE SCHEDULES, ANY DOCUMENT TO BE DELIVERED AT CLOSING, THE ANCILLARY AGREEMENTS OR IN ANY CERTIFICATE DELIVERED IN CONNECTION HEREWITH, AS SUCH MAY BE L...

Buyer’s Investigation and Reliance. Buyer is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Acquired Companies and the transactions contemplated hereby, which investigation, review and analysis were conducted by Buyer with expert advisors, including legal counsel, that it has engaged for such purpose. Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, at law or in equity, made by the Sellers or the Company or any of their Affiliates or Representatives in respect of the Shares, the Company, Dutchco, Mexico Holdings, the Company’s Subsidiaries, or any of the Company’s, the Company’s Subsidiaries’, Dutchco’s or Mexico Holdings’ respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise), except for the representations, warranties and covenants expressly set forth in this Agreement (as modified by the Disclosure Schedules and the Company SEC Documents) and in any certificate delivered pursuant to Section 8.3. Buyer acknowledges and agrees that each Seller and the Acquired Companies have specifically disclaimed, any representations, warranties or agreements in respect of the Shares, the Company, Dutchco, Mexico Holdings, the Company’s Subsidiaries, or any of the Company’s, the Company’s Subsidiaries’, Dutchco’s or Mexico Holdings’ respective businesses, assets, liabilities, operations, prospects or condition (financial or otherwise) made by any Representative of the Sellers or the Acquired Companies, except as expressly set forth in this Agreement and subject to the limitations provided herein. All representations and warranties set forth in this Agreement are contractual in nature only. None of the Sellers, any Acquired Company or any of their respective Affiliates or Representatives shall have any liability to Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms”, management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement, except as set forth in this Agreement. None of the Sellers, any Acquired Company or any of their respective Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the...

Buyer’s Investigation and Reliance. The Buyer is a sophisticated purchaser and has made its own investigation, review and analysis regarding the Company and the Company Subsidiaries, the Sellers and the transactions contemplated hereby, together with the Representatives that they have engaged for such purpose. The Buyer is not relying, and has not relied, upon any statement, representation or warranty, oral or written, express or implied, made by the Company or its Affiliates or Representatives, except as expressly set forth in this Agreement or the Sellers’ Disclosure Letter. Neither the Sellers nor the Company (nor any of their Affiliates or Representatives) is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company and Company Subsidiaries, including as contained in any information memorandum. The Buyer acknowledges and agrees that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections or forecasts). Nothing in this 5.08 is intended to, or shall be deemed to, modify or limit any of the representations or warranties of the Sellers set forth in Articles III or IV.

Buyer’s Investigation and Reliance. Neither Seller nor any of its Affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with Buyer’s investigation of the Company, except as expressly set forth in this Agreement, the Seller Documents and the Disclosure Schedule, and Seller and its Affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Buyer has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by Seller or any of its Affiliates or Representatives, except as expressly set forth in this Agreement, the Seller Documents and the Disclosure Schedule. Neither Seller nor any of its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections, forecasts, strategies or asset optimization models involving the Company. Notwithstanding anything to the contrary herein (including, for the avoidance of doubt, Article III), neither Seller nor any of its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to the Excluded Assets and Liabilities.

Buyer’s Investigation and Reliance. ARTICLE XXXXX XXXXX IS A SOPHISTICATED PURCHASER AND HAS MADE ITS OWN INDEPENDENT INVESTIGATION, REVIEW AND ANALYSIS REGARDING THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, WHICH INVESTIGATION, REVIEW AND ANALYSIS WERE CONDUCTED BY THE BUYER TOGETHER WITH EXPERT ADVISORS THAT IT HAS ENGAGED FOR SUCH PURPOSE. THE BUYER HAS BEEN PROVIDED WITH FULL AND COMPLETE ACCESS TO THE REPRESENTATIVES, PROPERTIES, OFFICES, AND OTHER FACILITIES, BOOKS AND RECORDS OF THE SELLER AND OTHER INFORMATION THAT THEY HAVE REQUESTED IN CONNECTION WITH THEIR INVESTIGATION OF THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY. THE BUYER IS NOT RELYING ON ANY STATEMENT, REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, MADE BY ANY OWNER PARTY, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV, THE DISCLOSURE SCHEDULES, AND THE OTHER TRANSACTION DOCUMENTS. NO OWNER PARTY IS MAKING, DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY ESTIMATES, PROJECTIONS OR FORECASTS INVOLVING THE BUSINESS. THE BUYER ACKNOWLEDGES THAT THERE ARE INHERENT UNCERTAINTIES IN ATTEMPTING TO MAKE SUCH ESTIMATES, PROJECTIONS, AND FORECASTS AND THAT IT TAKES FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ANY SUCH ESTIMATES, PROJECTIONS, OR FORECASTS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING ANY SUCH ESTIMATES, PROJECTIONS AND FORECASTS). THE BUYER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, THE BUYER SHALL ACQUIRE THE PURCHASED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THEIR RESPECTIVE ASSETS, ON AN “AS IS” AND “WHERE IS” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV AND THE DISCLOSURESCHEDULES.

Buyer’s Investigation and Reliance. The Buyer is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Seller or its Affiliates or Representatives, except as expressly set forth in this Agreement and the Ancillary Agreements. Neither the Seller nor any of its Affiliates or Representatives shall have any liability to the Buyer or any of its Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Buyer, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement except as otherwise set forth in the representations and warranties set forth in this Agreement. Neither the Seller nor any of its Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Business or the Transferred Assets. The Buyer acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). The Buyer acknowledges that, except as provided in, and subject in all respects to the terms and conditions of, this Agreement (including Article III and the Disclosure Schedules) and in any Ancillary Agreements, the Buyer shall acquire the Business and the Transferred Assets, on an “as is” and “where is” basis.