Common use of Due Diligence by Purchaser Clause in Contracts

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. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Target Business and the business, operations, assets, Liabilities liabilities and financial condition of the Target Companies Corporation and, in making the determination to proceed with the transactions contemplated by the Transaction Documents and this Agreement, has relied solely on the results of its own independent investigation and the representations and warranties in Article III in 3. In connection with the Target Companies Purchaser's investigation of the Corporation, it has received the Confidential Information Memorandum (from Black Ice) and the subject matter of this Agreement. Purchaser has, among other things, had full access information related to the Virtual Data Room and received Parent's Disclosure Letter. Purchaser has also received certain Corporation including projections and other forecasts, forecasts (including projected financial statements, cash flow items, forecast income statements and forecast capital expenditure budgets expenditures) and certain business plan information, and . The Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, it is not relying on themany projections or forecasts, (ii) the Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the Corporation, including the adequacy and accuracy of all such projections and forecasts, (iii) the Purchaser has no claim under this Agreement against anyone with respect to the accuracy of such projections and forecasts forecasts, and (iv) Parent the Vendor has made no representation or warranty with respect to such any projections and forecasts. The representations and warranties of Parent by the Vendor in Article III 3 constitute the sole and exclusive representations and warranties of Parent the Vendor to the Purchaser in connection with the transactions contemplated by this Agreement, and the Purchaser understands, acknowledges and agrees that, except as set forth in Article III, that all other representations and warranties of any kind or nature express expressed or implied (including any in the Confidential Information Memorandum or other information related to the Corporation received by the Purchaser and including any relating to the future or historical financial condition, results of operations, assets or Liabilities liabilities of the Target Companies Corporation or the quality, quantity or condition of the assets of the Target CompaniesCorporation's assets) are specifically disclaimed superceded and replaced by Parent. the representations and warranties by the Vendor in Article 3 and the Vendor does not make or provide, and the Purchaser hereby waives waives, any other warranty warranty, representation or representation, in each casecondition, express or implied, as to the quality, merchantability, fitness for a particular purpose purpose, conformity to samples, or condition of the Target Companies Corporation's assets or any part thereofthereto.

Due Diligence by Purchaser. Purchaser Purchaser, on behalf of itself and its Affiliates, acknowledges that it has as of the date hereof conducted to its satisfaction an independent investigation of the Target Business Company, and the operations, assets, Liabilities and financial condition of the Target Companies Restricted Business 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 each case, as qualified by the Disclosure Schedule) in connection with the Target Companies Seller Group, the Company, the Restricted Business and the subject matter of this Agreement. Purchaser hasand its Affiliates have, among other things, had full access to the Virtual Data Room VDR, received the Disclosure Schedule and received Parent's Disclosure Letterhad access to the personnel, properties, assets, premises, books and records, and other documents and data of the Seller Group, the Company and the Restricted Business adequate for the purpose of such independent investigation and its decision to enter into this Agreement. Purchaser has Purchaser, its Affiliates and their respective Representatives have also received certain projections and other forecastsforecasts involving the Seller Group, the Company, and the Restricted Business (including in the “Confidential Information Memorandum” relating to the Restricted Business), 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, them and (ii) Purchaser is and its Affiliates are familiar with such uncertainties and is taking full responsibility for making acknowledges and agrees that Seller and its own evaluation of Affiliates shall have no Liability with respect to the adequacy and adequacy, completeness or accuracy of all such projections and forecasts, (iii) forecasts made available to 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 forecastsits Affiliates. The representations and warranties of Parent Seller in Article III and the representations and warranties of the Company in Article IV (in each case, as such representations and warranties are qualified by the Disclosure Schedule) and under any other Transaction Document constitute the sole and exclusive representations and warranties of Parent Seller and the Company, respectively, to Purchaser in connection with the transactions contemplated by this Agreement, and Purchaser Purchaser, on behalf of itself and its Affiliates, understands, acknowledges and agrees that, except as set forth in Article IIIIII and Article IV (in each case, as qualified by the Disclosure Schedule) and the representations and warranties made under each other Transaction Document, all other representations and warranties of any kind or nature nature, express or implied (including any relating to the future or historical financial condition, results of operations, assets or Liabilities of the Target Companies Seller Group, the Company, the Restricted Business or the quality, quantity or condition of the assets of the Target Companies) Seller Group, the Company or the Restricted Business), are specifically disclaimed by Parent. Seller, the Company, their respective Affiliates and their respective Representatives and Purchaser hereby waives agrees that it and its Affiliates are not relying on any other warranty representations, warranties, or representation, in each case, express or implied, statements (including as to the quality, merchantability, fitness for a particular purpose merchantability or condition fitness) in agreeing to acquire the Shares or in entering into any of the Target Companies or any part thereofTransaction Documents.

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 ’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 has, as of the Closing, conducted to its satisfaction an independent investigation of the Target Business and the operations, assets, Liabilities and financial condition of the Target Companies Company 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 Company and the subject matter of this Agreement. Purchaser has, among other things, had full access to the Virtual Data Room and received Parent's ’s Disclosure Letter. Purchaser has been given sufficient access to all information required by it and as it considers appropriate to evaluate its purchase of the Target Equity Interests. Purchaser has also received certain projections and other forecastsforecasts (including in the “Confidential Information Presentation” relating to the Target Business), 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 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 nature, express or implied (including any relating to the future or historical financial condition, results of operations, assets or Liabilities of the Target Companies Company or the quality, quantity or condition of the assets of the Target Companies) Company), 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 Company or any part thereof.

Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Target Business and the financial condition, results of operations, assets, Liabilities liabilities, properties, Taxes and financial condition projected operations of the Target Companies Business and, in making the determination to proceed with the transactions contemplated by this Agreement and the Transaction Documents and Ancillary Agreements, has relied solely on the results of its own independent investigation and the representations and warranties set forth 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 forecastsII, 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 forecastsrelated Disclosure Schedules. The representations and Such warranties of Parent in Article III constitute the sole and exclusive representations and warranties of Parent Sellers to Purchaser in connection with the transactions contemplated by hereby, and Purchaser acknowledges and agrees that each Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in 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 implied warranty as to the future or historical financial condition, results of operationsmerchantability, assets or Liabilities of the Target Companies or the quality, quantity or condition suitability as to any of the assets of the Target Companies) are specifically disclaimed by ParentSubject Company and it is understood that Purchaser takes such assets and the assets related thereto as is and where is (subject to the benefit of the warranties set forth in Article II of this Agreement). Purchaser hereby waives further acknowledges and agrees that any estimates, budgets, projections, forecasts or other predictions that may have been provided to Purchaser or any of its Representatives are not representations or warranties of Sellers or their respective Affiliates, and that actual results may vary substantially from any such estimates, budgets, projections, forecasts or other predictions. Purchaser warrants that it has no knowledge that any of the warranties of Sellers in this Agreement is not true and correct, nor any knowledge of any errors in, or omissions from, the Disclosure Schedules. Purchaser further acknowledges and agrees that (a) except and solely to the extent of the warranties in Article II, Sellers have made no representation or warranty either expressed or representation, in each case, express or implied, implied as to the qualityaccuracy or completeness of any information regarding the Business, merchantabilitythe Subject Company or the transactions contemplated hereby furnished or made available to Purchaser and its Representatives, fitness for a particular purpose and (b) except with respect to the warranties in Article II, Purchaser shall have no claim or condition right to indemnification pursuant to Article VII with respect to any information, documents or materials furnished by Sellers, any of the Target Companies their respective Affiliates or any part thereofof their respective Representatives to Purchaser.