Due Investigation. Before acquiring any Interest in the Company, each Member has investigated the Company and its business and the Company has made available to each Member all information necessary for the Member to make an informed decision to acquire an Interest in the Company. Each Member considers itself to be a Person possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member's investment in the Company.
Due Investigation. Standby Purchaser (a) has performed its own independent investigation, analysis and assessment of Members Mutual and its Subsidiaries, including HoldCo, (b) acknowledges that HoldCo and Members Mutual have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Standby Purchaser or any of its representatives, except those expressly set forth in this Agreement, (c) acknowledges that it has not relied on HoldCo or Members Mutual or their respective representatives’ opinions or underwriting and actuarial criteria and analyses, and (d) has reached its own independent judgments to enter into and consummate this Agreement based upon its own independent judgments and underwriting and actuarial criteria and analyses.
Due Investigation. Buyer (i) has performed its own independent investigation, analysis and assessment of the Business, assets, condition, operations and prospects of the Company, and during the course of conducting such investigation, analysis and assessment, the Buyer has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that Seller and the Company have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to Buyer or any of its representatives, except those expressly set forth in this Agreement, and (iii) has decided to enter into and consummate the transactions contemplated by this Agreement and the Ancillary Agreements based upon its own independent judgment and underwriting and analysis.
Due Investigation. 38 8.5 Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 8.6
Due Investigation. The Purchaser shall have concluded (through its representatives, accountants, counsel and other experts) an investigation of the business, condition (financial and other), properties, assets, prospects, operations and affairs of the Company and shall be satisfied, in its sole discretion, with the results thereof.
Due Investigation. 87 Section 17.5 Notices......................................................................... 87
Due Investigation. Purchaser has conducted its own independent review and analysis of the Business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of RSUI and the Business and acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of RSUI and the Business for this purpose. In entering into this Agreement and the Ancillary Agreements, Purchaser has relied solely upon its own investigation and analysis, and Purchaser acknowledges and agrees (i) that, except for the specific representations and warranties made by Seller and Affiliates of Seller contained in this Agreement, the Ancillary Agreements, the Seller Disclosure Schedules and other schedules and the exhibits hereto and thereto, none of Seller or its Affiliates nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including any projections, estimates or other forward-looking information) provided (including in any management presentations, information memorandum, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Purchaser or any of its directors, officers, employees, Affiliates, controlling Persons, agents or representatives and (ii) that, to the fullest extent permitted by Applicable Law, and absent fraud, that Seller and its Affiliates and their respective directors, officers, employees, Subsidiaries, controlling Persons, agents or representatives shall not have any liability or responsibility whatsoever to Purchaser or its Affiliates or any of their respective directors, officers, employees, Subsidiaries, controlling Persons, agents or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Purchaser or its Affiliates or any of their respective directors, officers, employees, Subsidiaries, controlling Persons, agents or representatives, including in respect of the specific representations and warranties of Seller set forth in this Agreement, the Ancillary Agreements, the Seller Disclosure Schedules and other schedules and the exhibits hereto and thereto, except as...
Due Investigation. The Purchaser (i) has performed its own independent investigation, analysis and assessment of the Renewal Rights and the Transferred Assets, and that during the course of conducting such investigation, analysis and assessment, the Purchaser has asked such questions, examined such documents, materials, and information, and performed such other investigations, as it deemed appropriate in its own discretion, (ii) acknowledges that the Sellers Parties have made no representation or warranty (express or implied) as to the accuracy or completeness of any information (whether written or oral) transmitted or made available to the Purchaser or any of its Representatives, except those expressly set forth in this Agreement, (iii) acknowledges that it has not relied on the Seller Parties’ or their Representatives’ opinions or underwriting and actuarial criteria and analyses, and (iv) has reached its own independent judgments to enter into and close this Agreement and the Ancillary Agreements based upon its own independent judgments and underwriting and actuarial criteria and analyses. Nothing in the foregoing shall be deemed to operate as a waiver or release by the Purchaser of the Seller Parties from any representation, warranty, covenant or agreement expressly contained in this Agreement.
Due Investigation. Before acquiring any Units in the Company, each Member investigated the Company and its business and the Company previously made available to each Member all information necessary for the Member to make an informed decision to acquire Units in the Company. Each Member considers itself to be a person or entity possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member’s investment in the Company.
Due Investigation. Berkshire Life has such knowledge and experience in financial, business and insurance matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the Ancillary Agreements and is capable of bearing the economic risks of such transactions. Berkshire Life has conducted such independent review and analysis of the Business Covered as it deemed appropriate and acknowledges and agrees that CGLIC has provided Berkshire Life with access to the personnel, properties, premises and Books and Records relating to the Business Covered for this purpose. In entering into this Agreement, Berkshire Life has not relied on any factual representations of CGLIC, its Affiliates or their respective Representatives other than the representations and warranties contained in ARTICLE III of this Agreement, as to which it shall be entitled to rely notwithstanding any such independent review.
