Buyer’s Reliance. Buyer has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent and the Company, which investigation, review and analysis was conducted by Buyer and its Representatives. Buyer acknowledges that Buyer and its Representatives have been provided access to the Data Room. Buyer and its Representatives have had a full opportunity to meet with the officers and employees of the Company and/or Parent to discuss the Business. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforesaid investigation, knowledge, review and analysis and not on any factual representations or opinions of the Company, Parent, the Members or any of their respective Representatives (except the specific representations and warranties set forth in Articles III and IV). Buyer acknowledges that, except as explicitly set forth in Articles III and IV, none of the Company, Parent, the Members, or any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Parent or the Company furnished or made available to Buyer or its Representatives, and except as explicitly set forth in this Agreement, none of the Company, Parent, the Members or any other person (including any officer, director, or equity holder of any of the Company, Parent, or the Members, in their capacity as such) shall have or be subject to any liability to Buyer or any other person resulting from the provision to Buyer, or Buyer’s use of, any such information, including the information, documents, and materials made available to Buyer in the Data Room, management presentations, due diligence or in any other form in expectation of the Transactions. In connection with Buyer’s investigation of the Company, Buyer acknowledges that Buyer or its Representatives have received from or on behalf of the Company certain pro forma financial information, financial projections and other forward-looking statements. Buyer acknowledges that it is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections and forecasts) and that Buyer shall have no claim against the Company, Parent, or the Members...
Buyer’s Reliance. The Buyer acknowledges that none of the Seller, the Company or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Shares, the Company and the Company Subsidiaries furnished or made available to the Buyer and its representatives, except as expressly set forth in Articles 4 and 5 of this Agreement, and neither of the Seller or any other Person (including any officer, director or shareholder of the Seller) shall have or be subject to any liability to the Buyer, or any other Person, resulting from the Buyer’s use of any information, documents or material made available to the Buyer in the Data Site, management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby, except as expressly set forth in Articles 4 and 5. The Buyer acknowledges that, should the Closing occur, the Buyer shall acquire the Company and the Company Subsidiaries without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Articles 4 and 5 of this Agreement; provided, however, that nothing in this Section 6.12 is intended to limit or modify the representations and warranties contained in Articles 4 and 5. The Buyer acknowledges that, except for the representations and warranties contained in Articles 4 and 5, neither the Company, the Seller nor any other Person has made, and the Buyer has not relied on any other express or implied representation or warranty by or on behalf of the Company or the Seller. The Buyer acknowledges that neither the Company, the Seller nor any other Person, directly or indirectly, has made, and the Buyer has not relied on, any representation or warranty regarding the pro-forma financial information, financial projections or other forward-looking statements of the Company, any Company Subsidiary or the Business, and the Buyer will make no claim with respect thereto.
Buyer’s Reliance. Buyer acknowledges that, should the Closing occur, Buyer shall acquire the Company Shares without any representation or warranty as to merchantability or fitness for any particular purpose of the Company Shares, the Company, its Subsidiaries or their respective assets or businesses, in an “as is” condition and on a “where is” basis, except as otherwise expressly represented or warranted in Section III and Section IV of this Agreement. The Buyer acknowledges that, except for the representations and warranties contained in Section III and Section IV, none of the Seller, the Company, its Subsidiaries nor any other Person has made, and Buyer has not relied on any other express or implied representation or warranty by or on behalf of any of Seller, the Company or any of its Subsidiaries, and that none of the Seller, the Company, its Subsidiaries and any other Person, directly or indirectly, has made, and Buyer has not relied on, any representation or warranty regarding any pro forma financial information, financial projections or other forward-looking statements of the Company or its Subsidiaries or any information, including the information, documents or material made available to Buyer in any “data rooms,” management presentations, due diligence or in any other form, and Buyer will make no claim with respect thereto.
Buyer’s Reliance. Buyers acknowledge that except for the representation and warranties contained in this Agreement or any Ancillary Agreement, neither the Sellers nor any other person has made, and Buyers have not relied on, any other express or implied representation or warranty by or on behalf of the Sellers.
Buyer’s Reliance. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ENTITLED TO RELY ONLY ON THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
Buyer’s Reliance. Buyer acknowledges and agrees that it is entitled to rely only on the express representations and warranties set forth in this Agreement.
Buyer’s Reliance. The Seller acknowledges that (i) the Buyer is relying on the Seller’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the Transaction; and (ii) without such representations, warranties and agreements, the Buyer would not enter into this Agreement or engage in the Transaction.
Buyer’s Reliance. Any action of the Seller Representative permitted under this Agreement shall be irrevocably binding on each Seller as if such Seller had itself taken such action, and the Buyer may rely thereon. The Buyer shall have no obligation to determine whether the Seller Representative has complied with this Section 2.10.
Buyer’s Reliance. Each Buyer acknowledges that none of the Sellers, DDD or any other Person have made any representation or warranty, express or implied, written or oral, as to the accuracy or completeness of any information that the Sellers and DDD furnished or made available to the Buyer Group and their respective representatives, except as expressly set forth in Article III of this Agreement, and none of the Sellers, DDD or any other Person (including the Sellers, DDD or any officer, director, member or partner of Sellers or DDD) shall have or be subject to any liability to Buyer Group, or any other Person, resulting from the use by the Buyer Group of any information, documents or material made available to the Buyer Group in any confidential information presentation, “data rooms,” management presentations, due diligence or in any other form in expectation of the transactions contemplated hereby. Each Buyer acknowledges that, should the Closing occur, the Buyers shall acquire the Purchased Assets and Assumed Liabilities without any representation or warranty as to merchantability or fitness for any particular purpose of their respective assets, in an “as is” condition and on a “where is” basis; provided, however, that nothing in this Section 4.06 is intended to limit or modify the representations and warranties contained in Article III in any manner. Each Buyer acknowledges that, except for the representations and warranties contained in Article III, none of the Sellers, DDD or any other Person have made, and no member of the Buyer Group has relied on, any other express or implied representation or warranty by or on behalf of the Sellers, DDD or any other Person. Each Buyer acknowledges that, other than as expressly set forth in Article III, none of the Sellers, DDD or any other Person, directly or indirectly, has made, and none of the Buyer Group has relied on, any representation or warranty regarding the pro-forma financial information, budgets, estimates, projections, business plans, forecasts or other forward-looking statements (including the reasonableness of the assumptions underlying such information, budgets, estimates, projections, business plans, forecasts or forward-looking statements), and none of the Buyer Group will make or have any claim with respect thereto. Notwithstanding the foregoing, nothing herein shall in any manner limit any rights of the Buyers in the case of Fraud.
Buyer’s Reliance. The Stockholder understands and acknowledges that the Buyer is entering into the Purchase Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the representations, warranties and covenants of the Stockholder contained herein.
