Common use of Due Diligence and Independent Investigation Clause in Contracts

Due Diligence and Independent Investigation. (a) The Buyer Group has conducted such investigations of the Transferred Assets, Assumed Liabilities and the Business as it deems necessary and appropriate, and has received all of the information that it has requested from Seller and its advisors in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation or the Transactions. (b) In making the decision to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the Transactions, other than reliance on the representations and warranties contained in ARTICLE IV of this Agreement and the Ancillary Agreements, Buyer acknowledges and agrees that the Buyer Group has relied solely on its own independent investigation, analysis and evaluation of the Transferred Assets, Assumed Liabilities and the Business (including Buyer’s own estimate and appraisal of the value of the Transferred Assets, the Business, and the financial condition, operations and prospects of the Transferred Assets and the Business). The representations and warranties of Seller and other members of the Seller Group set forth in ARTICLE IV of this Agreement and the Ancillary Agreements constitute the sole and exclusive representations and warranties of Seller and its Subsidiaries to Buyer Group in connection with the Transactions, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities or the quality, quantity or condition of the Transferred Assets) are specifically disclaimed by Seller and its Affiliates. Seller and its Affiliates do not make or provide, and Buyer hereby waives, any warranty or representation, express, implied, at common law, by statute or otherwise relating to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Transferred Assets or any part thereof or the accuracy, completeness or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and its representatives by or on behalf of Seller and its Affiliates. (c) Without limiting the foregoing, neither Seller nor its Affiliates are making any representation or warranty to Buyer Group with respect to any financial projection or forecast relating to the Transferred Assets or the Business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Business or any subset thereof. With respect to any projection or forecast delivered on behalf of Seller to Buyer or its representatives, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) Buyer Group is familiar with such uncertainties, (iii) Buyer Group is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (iv) Buyer Group shall have no claim against Seller or its Affiliates with respect thereto.

Due Diligence and Independent Investigation. (a) The Buyer Group has conducted such investigations of the Transferred Assets, Assumed Liabilities and the Electrical Business as it deems necessary and appropriate, and has received all of the information that it has requested from Seller and its advisors in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation or the Transactions. (b) In making the decision to enter into this Agreement and the Ancillary Agreements Transaction Documents to which it is a party and to consummate the Transactions, other than reliance on the representations and warranties contained in ARTICLE IV of this Agreement and Article 3, the Ancillary Agreements, Buyer acknowledges and agrees that the Buyer Group it has relied solely on its own independent investigation, analysis and evaluation of the Transferred Assets, Assumed Liabilities and the Electrical Business (including the Buyer’s own estimate and appraisal of the value of the Transferred Assets, the Electrical Business, and the financial condition, operations and prospects of the Transferred Assets and the Electrical Business). The representations and warranties of Seller and other members of the Seller Group set forth in THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE IV of this Agreement and the Ancillary Agreements constitute the sole and exclusive representations and warranties of Seller and its Subsidiaries to Buyer Group in connection with the Transactions3 CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER AND ITS SUBSIDIARIES TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS AND THE ELECTRICAL BUSINESS, and Buyer understandsAND THE BUYER UNDERSTANDS, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (including any relating to the future or historical financial conditionINCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, results of operationsRESULTS OF OPERATIONS, assets or liabilities or the qualityASSETS OR LIABILITIES OR THE QUALITY, quantity or condition of the Transferred AssetsQUANTITY OR CONDITION OF THE ASSETS OF THE ELECTRICAL BUSINESS) are specifically disclaimed by Seller and its AffiliatesNOT SET FORTH IN ARTICLE 3 ARE SPECIFICALLY DISCLAIMED BY THE SELLER AND ITS SUBSIDIARIES. Seller and its Affiliates do not make or provideEXCEPT AS SET FORTH IN ARTICLE 3, and Buyer hereby waivesTHE SELLER AND ITS SUBSIDIARIES DO NOT MAKE OR PROVIDE, any warranty or representationAND THE BUYER HEREBY WAIVES, expressANY WARRANTY OR REPRESENTATION, impliedEXPRESS, at common lawIMPLIED, by statute or otherwise relating to the qualityAT COMMON LAW, merchantabilityBY STATUTE OR OTHERWISE RELATING TO THE QUALITY, fitness for a particular purposeMERCHANTABILITY, conformity to samplesFITNESS FOR A PARTICULAR PURPOSE, or condition of the Transferred Assets or any part thereof or the accuracyCONFORMITY TO SAMPLES, completeness or materiality of any informationOR CONDITION OF THE ASSETS OF THE ELECTRICAL BUSINESS OR ANY PART THEREOF OR THE ACCURACY, data or other materials COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (written or oralWRITTEN OR ORAL) heretofore furnished to Buyer and its representatives by or on behalf of Seller and its AffiliatesHERETOFORE FURNISHED TO THE BUYER AND ITS REPRESENTATIVES BY OR ON BEHALF OF THE SELLER AND ITS SUBSIDIARIES. (c) Without limiting the foregoing, neither the Seller nor its Affiliates Subsidiaries are making any representation or warranty to the Buyer Group with respect to any financial projection or forecast relating to the Transferred Assets or the Electrical Business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Electrical Business or any subset thereof. With respect to any projection or forecast delivered on behalf of the Seller to the Buyer or its representatives, the Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Buyer Group is familiar with such uncertainties, (iii) the Buyer Group is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (iv) the Buyer Group shall have no claim against the Seller or its Affiliates Subsidiaries with respect thereto.

Due Diligence and Independent Investigation. (a) The Buyer Group has conducted such investigations of the Transferred Assets, Assumed Liabilities and the Business as it deems necessary and appropriate, and has received all of the information that it has requested from Seller MTC and its advisors Sellers in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation or the TransactionsAcquisition. (b) In making the decision to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the TransactionsAcquisition, other than reliance on the representations and warranties contained in ARTICLE IV of this Agreement and Article IV, the Ancillary Agreements, Buyer acknowledges and agrees that the Buyer Group it has relied solely on its own independent investigation, analysis and evaluation of the Transferred Assets, Assumed Liabilities MTC and the Business (including the Buyer’s 's own estimate and appraisal of the value of the Transferred AssetsMTC, the Business, and the financial condition, operations and prospects of the Transferred Assets MTC and the Business). The representations and warranties of Seller and other members of the Seller Group Sellers set forth in ARTICLE Article IV of this Agreement and the Ancillary Agreements constitute the sole and exclusive representations and warranties of Seller and its Subsidiaries the Sellers to the Buyer Group in connection with the TransactionsAcquisition contemplated hereby, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of MTC, or the quality, quantity or condition of the Transferred AssetsMTC's assets) are specifically disclaimed by Seller and its Affiliatesthe Sellers. Seller and its Affiliates The Sellers do not make or provide, and the Buyer hereby waives, any warranty or representation, express, express or implied, at common law, by statute or otherwise relating as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Transferred Assets MTC's or its Subsidiaries' assets or any part thereof or the accuracy, completeness or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and its representatives by or on behalf of Seller and its Affiliatesthereof. (c) Without limiting The Buyer has no knowledge that the foregoing, neither Seller nor its Affiliates representations and warranties of Sellers set forth in this Agreement are making any representation or warranty to Buyer Group with respect to any financial projection or forecast relating to the Transferred Assets or the Business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Business or any subset thereof. With respect to any projection or forecast delivered on behalf of Seller to Buyer or its representatives, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections not true and forecasts, (ii) Buyer Group is familiar with such uncertainties, (iii) Buyer Group is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (iv) Buyer Group shall have no claim against Seller or its Affiliates with respect theretocorrect.

Due Diligence and Independent Investigation. (a) The Buyer Group has conducted such investigations of the Transferred Assets, Assumed Liabilities and the Business as it deems necessary and appropriate, and has received all of the information that it has requested from Seller MTC and its advisors Sellers in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation or the TransactionsAcquisition. (b) In making the decision to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the TransactionsAcquisition, other than reliance on the representations and warranties contained in ARTICLE IV of this Agreement and Article IV, the Ancillary Agreements, Buyer acknowledges and agrees that the Buyer Group it has relied solely on its own independent investigation, analysis and evaluation of the Transferred Assets, Assumed Liabilities MTC and the Business (including the Buyer’s own estimate and appraisal of the value of the Transferred AssetsMTC, the Business, and the financial condition, operations and prospects of the Transferred Assets MTC and the Business). The representations and warranties of Seller and other members of the Seller Group Sellers set forth in ARTICLE Article IV of this Agreement and the Ancillary Agreements constitute the sole and exclusive representations and warranties of Seller and its Subsidiaries the Sellers to the Buyer Group in connection with the TransactionsAcquisition contemplated hereby, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of MTC, or the quality, quantity or condition of the Transferred AssetsMTC’s assets) are specifically disclaimed by Seller and its Affiliatesthe Sellers. Seller and its Affiliates The Sellers do not make or provide, and the Buyer hereby waives, any warranty or representation, express, express or implied, at common law, by statute or otherwise relating as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Transferred Assets MTC’s or its Subsidiaries’ assets or any part thereof or the accuracy, completeness or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and its representatives by or on behalf of Seller and its Affiliatesthereof. (c) Without limiting The Buyer has no knowledge that the foregoing, neither Seller nor its Affiliates representations and warranties of Sellers set forth in this Agreement are making any representation or warranty to Buyer Group with respect to any financial projection or forecast relating to the Transferred Assets or the Business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Business or any subset thereof. With respect to any projection or forecast delivered on behalf of Seller to Buyer or its representatives, Buyer acknowledges that (i) there are uncertainties inherent in attempting to make such projections not true and forecasts, (ii) Buyer Group is familiar with such uncertainties, (iii) Buyer Group is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts furnished to it and (iv) Buyer Group shall have no claim against Seller or its Affiliates with respect theretocorrect.