Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Target Business and the operations, assets, Liabilities and financial condition of the Target Companies in making the determination to proceed with the transactions contemplated by the Transaction Documents and has relied solely on the results of its own independent investigation and the representations and warranties in Article III in connection with the Target Companies and the subject matter of this Agreement. Purchaser has, among other things, had full access to the Virtual Data Room and received Parent's Disclosure Letter. Purchaser has also received certain projections and other forecasts, including projected financial statements, cash flow items, capital expenditure budgets and certain business plan information, and acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, it is not relying on them, (ii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, (iii) Purchaser has no claim under this Agreement against anyone with respect to the accuracy of such projections and forecasts and (iv) Parent has made no representation or warranty with respect to such projections and forecasts. The representations and warranties of Parent in Article III constitute the sole and exclusive representations and warranties of Parent to Purchaser in connection with the transactions contemplated by this Agreement, and Purchaser understands, acknowledges and agrees that, except as set forth in Article III, all other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or Liabilities of the Target Companies or the quality, quantity or condition of the assets of the Target Companies) are specifically disclaimed by Parent. Purchaser hereby waives any other warranty or representation, in each case, express or implied, as to the quality, merchantability, fitness for a particular purpose or condition of the Target Companies or any part thereof.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Company and the operations, assets, Liabilities and financial condition of the Company in making the determination to proceed with the transactions contemplated by this Agreement and the Transition Services Agreement and has relied solely on the results of its own independent investigation and the representations and warranties in Article 4 and Article 5 in connection with the Company and the subject matter of this Agreement.
Due Diligence by Purchaser. Purchaser acknowledges that, prior to the date of this Agreement, Purchaser and its counsel, accountants and other advisors and representatives have been given the opportunity to carry out and consider the results of a due diligence investigation of the Business, including by way of reviewing the Data Room and attending management presentations by senior executives of the Acquired Companies. Purchaser agrees that, to the Purchaser’s Knowledge, as of the date of this Agreement, there are no facts, circumstances or matters that, either alone or taken together, constitute a breach by Sellers of any of their representations and warranties set out in Section 5 hereof that would result in a claim or claims that are reasonably likely to meet or exceed the Substantiated Claims Amount. This Section 7.11 shall only operate for purposes of establishing the Purchaser’s Knowledge, as per the date of this Agreement, in relation to a breach by the Sellers of their warranties and representation set out in Section 5 that would result in a claim or claims that are likely to meet or exceed the Substantiated Claims Amount. The Sellers shall not be entitled to xxx the Purchaser for a breach of this Section 7.11. For the avoidance of doubt, the Sellers shall only be entitled to use this Section 7.11 as a defence in relation to any claims made by the Purchaser.
Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Company and the nature and condition of its properties and assets and, in making the determination to proceed with the Transactions, has relied solely on the results of its own independent investigation and the representations, warranties, conditions and statements in Schedule B and, except to the extent specifically set forth in Schedule B, is purchasing the Purchased Shares on an “as-is, where-is” basis.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted an independent investigation of the business, operations, assets, liabilities and financial condition of the Corporations. In making the determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and the representations and warranties in Article 5 (including the related portions of the Schedules) and set forth elsewhere in this Agreement. Purchaser hereby recognizes and agrees that such representations and warranties and Seller's performance of its obligations hereunder constitute the complete extent of what it considered to be determinant, decisive and material in the decision to proceed with the transactions contemplated by this Agreement.
Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Purchased Assets and, in making the determination to proceed with the Closing, has relied solely on the results of its own independent investigation and the representations and warranties expressly set out in Article 3.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted an independent investigation of the Business and the operations, assets, Liabilities and financial condition of the Target Company in making the determination to proceed with the transactions contemplated by the Transaction Documents and has relied on the results of its own independent investigation and the representations and warranties in Article III in connection with the Target Company and the subject matter of this Agreement. Purchaser has, among other things, had full access to the documents provided by Seller to Purchaser in the VDR and received the Seller Disclosure Schedule. Purchaser has also received certain projections and other forecasts (including in the “GIPHY Management Presentation” and report titled “GIPHY Monetization Pathways” relating to the Business), including projected financial statements, cash flow items, capital expenditure budgets and certain business plan information, and acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts, and (b) Seller has made no representation or warranty with respect to such projections and forecasts.
Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, liabilities, results of operations and projected operations of the Purchased Business and the nature and condition of its properties and assets and, in making the determination to proceed with the transactions contemplated by this Agreement, has relied solely on the results of its own independent investigation and the representations, warranties, conditions and statements in Article 4 and, except to the extent specifically set forth in Article 4, is purchasing the Purchased Assets on an “as-is, where-is” basis.
Due Diligence by Purchaser. Prior to the Closing Date, Seller shall make available to Purchaser the Collateral File and Credit File for each Mortgage Loan. Purchaser shall have the right to review the Collateral File and Credit File for each such Mortgage Loan, at Seller's offices or such other location agreed upon by Purchaser and Seller, for the purpose of determining whether each Mortgage Loan conforms in all respects to the applicable terms contained in the bid letter, which determination shall be made in Purchaser’s sole discretion. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s right to demand repurchase or to avail itself of any other remedy available hereunder if any Mortgage Loan fails to conform to the requirements of this Agreement.
Due Diligence by Purchaser. Purchaser acknowledges that it has, as of the Closing, conducted an independent investigation of the Target Business and the operations, assets, Liabilities and financial condition of the Target Company and the Transferred Subsidiary in making the determination to proceed with the transactions contemplated by the Transaction Documents and has relied solely on the results of its own independent investigation and the representations and warranties in Article III and Article IV in connection with Parent, the Target Company and the Transferred Subsidiary and the subject matter of this Agreement. Purchaser and its Representatives, collectively, have, among other things, had access to the Virtual Data Room and Purchaser has received Parent’s Disclosure Letter and Target Company’s Disclosure Letter.
