Common use of Buyer's Sophistication Clause in Contracts

Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the Purchased Securities. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that none of the Seller or the Company (or their agents or representatives) has made any representation or warranty as to the Company, any Company Subsidiary, or their prospects (financial or otherwise), except as expressly set forth in this Agreement. Except as otherwise set forth in this Agreement, the Indemnification Agreement or the Tax Sharing Agreement, it is therefore expressly understood and agreed that Buyer accepts the condition of the properties of the Company and the Company Subsidiaries "AS IS, WHERE IS" without any representation, warranty or guarantee, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Us Industries Inc /De), Securities Purchase Agreement (Us Industries Inc /De)

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Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the Purchased Securitiessecurities. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that none of the Seller or Parent, SILLC nor the Company (or their agents or representatives) has made any representation or warranty as to SILLC, the Company LLC, the Company, any Company Subsidiary, or their prospects (financial or otherwise), except as expressly set forth in this Agreement. Except as otherwise set forth in this Agreement, the Indemnification Agreement and the Stock Purchase Agreement (as defined in Section 9.14) or the Tax Sharing Agreement, it is therefore expressly understood and agreed that Buyer accepts the condition of the properties of SILLC, the Company LLC, the Company and the Company Subsidiaries "AS IS, WHERE IS" without any representation, warranty or guarantee, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property.

Appears in 1 contract

Samples: Subscription Agreement (Us Industries Inc /De)

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Buyer's Sophistication. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the Purchased Securitiessecurities. Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement and the transactions contemplated hereby. Buyer acknowledges that none of the Seller or Parent, SILLC nor the Company (or their agents or representatives) has made any representation or warranty as to SILLC, the Company, any Company Subsidiary, or their prospects (financial or otherwise), except as expressly set forth in this Agreement. Except as otherwise set forth in this Agreement, the Indemnification Agreement and the Stock Purchase Agreement (as defined in Section 9.14) or the Tax Sharing Agreement, it is therefore expressly understood and agreed that Buyer accepts the condition of the properties of SILLC, of the Company and the Company Subsidiaries "AS IS, WHERE IS" without any representation, warranty or guarantee, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property.

Appears in 1 contract

Samples: Subscription Agreement (Us Industries Inc /De)

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