Common use of Due Diligence by the Buyer Clause in Contracts

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and on the representations and warranties of the Seller set forth in Article II and elsewhere in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto, in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewith. Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Sellers to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewith, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business, and it is understood that the Buyer takes the Acquired Assets and the Business as is and where is (subject to the benefit of such representations and warranties). Notwithstanding anything in the foregoing to the contrary, nothing herein shall be deemed to be a waiver by the Buyer of the benefit of any and all of the representations and warranties made by the Seller in this Agreement or in any Ancillary Agreement.

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business Seller and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and on the representations and warranties of the Seller set forth in Article II and elsewhere in this AgreementII, including the Disclosure Schedule and other Schedules hereto (and any updates thereto) and other Schedules hereto, in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewith). Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Sellers Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewith, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business, Acquired Assets and it is understood that the Buyer takes the Acquired Assets and the Business as is and where is (subject to the benefit of such the representations and warrantieswarranties set forth in this Agreement). Notwithstanding anything The Buyer further acknowledges and agrees that, except as expressly set forth in the foregoing Article II hereof, any cost estimates, projections or other predictions that may have been provided to the contraryBuyer or any of its employees, nothing herein shall be deemed to be a waiver by the Buyer agents or representatives are not representations or warranties of the benefit Seller or any of its Affiliates. The Buyer has no knowledge that any and all of the representations and warranties made by of the Seller in this Agreement is not true and correct, and the Buyer has no knowledge of any errors in, or in any Ancillary Agreementomissions from, the Disclosure Schedule or other Schedules.

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and on the representations and warranties of the Seller set forth in Article II and elsewhere in this AgreementARTICLE II, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto, in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewith. Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Sellers Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewith, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business, Business and it is understood that the Buyer takes the Acquired Assets and the Business as is and where is (subject to the benefit of such the representations and warrantieswarranties set forth in this Agreement). Notwithstanding anything in the foregoing The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the contraryBuyer or any of its employees, nothing herein shall be deemed to be a waiver by the Buyer agents or representatives are not representations or warranties of the benefit Seller or any of any and all of the representations and warranties made by the Seller in this Agreement its parents, subsidiaries or in any Ancillary Agreementaffiliates.

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the AIS Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent such investigation and on the representations representations, warranties, covenants and warranties agreements of the Seller Sellers set forth in Article II and elsewhere in this Agreementherein, including the Disclosure Schedule (and any updates thereto) of Exceptions and other Schedules hereto, and in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewithAgreements. Such representations and warranties by the Seller Sellers constitute the sole and exclusive representations and warranties of the Sellers to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including Agreement and the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewithAgreements, including any implied warranty as to condition, merchantability, or suitability as to any of the assets Acquired Assets. The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Business, and it is understood Sellers or any of their Affiliates; provided that the Buyer takes foregoing is not intended to and shall not limit the Acquired Assets and the Business as is and where is (subject to the benefit of such representations and warranties). Notwithstanding anything in the foregoing to the contrary, nothing herein shall be deemed to be a waiver by the Buyer of the benefit of any and all scope of the representations and warranties made by contained herein and in the Seller Ancillary Agreements, including Sections 2.4, 2.6 and 2.26 hereof and in this Agreement or in any Ancillary Agreementthe appendices to the Supply Agreements.

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business Company and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and on the representations and warranties of the Seller set forth in Article II and elsewhere in this AgreementII, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto, in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewithSchedule. Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Sellers Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewith, including any implied warranty as to condition, merchantability, merchantability or suitability as to any of the assets of the BusinessCompany, and it is understood that the Buyer takes the Acquired Assets Company, its assets and the Business its business as is and where is (subject to the benefit of such the representations and warrantieswarranties set forth in this Agreement). Notwithstanding anything in the foregoing The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the contraryBuyer or any of its employees, nothing herein shall be deemed to be a waiver by the Buyer agents or representatives are not representations or warranties of the benefit Seller or any of its Affiliates. The Buyer has no knowledge that any and all of the representations and warranties made by of the Seller in this Agreement is not true and correct, and the Buyer has no knowledge of any errors in, or in any Ancillary Agreementomissions from, the Disclosure Schedule.

Due Diligence by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilitiesLiabilities, properties and projected operations of the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and on the representations and warranties of the Seller set forth in Article II and elsewhere in this AgreementII, including the Disclosure Schedule and other Schedules hereto (and any updates thereto) and other Schedules hereto, in the Ancillary Agreements to which the Seller is a party and other documents delivered by or on behalf of the Seller in connection herewith or therewith). Such representations and warranties by the Seller constitute the sole and exclusive representations and warranties of the Sellers Seller to the Buyer in connection with the transactions contemplated hereby, and the Buyer acknowledges and agrees that the Seller is not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including the Disclosure Schedule (and any updates thereto) and other Schedules hereto and in such Ancillary Agreements and other documents delivered by or on behalf of the Seller in connection herewith or therewith, including any implied warranty as to condition, merchantability, or suitability as to any of the assets of the Business, Business and it is understood that the Buyer takes the Acquired Assets and the Business as is and where is (but subject to the benefit of such representations and warranties). Notwithstanding anything in the foregoing to the contrary, nothing herein shall be deemed to be a waiver by the Buyer of the benefit of any and all of the representations and warranties made by set forth in this Agreement). The Buyer further acknowledges and agrees that any cost estimates, projections or other predictions that may have been provided to the Buyer or any of its employees, agents or representatives are not representations or warranties of the Seller or any of its Affiliates unless expressly set forth in this Agreement or in any Ancillary Agreement.