Independent Analysis. Each Party hereby confirms that its decision to execute this Agreement has been based upon its independent assessment of documents and information available to it, as it has deemed appropriate.
Independent Analysis. It has, independently and without reliance upon Administrative Agent or any Lender and based upon such documents and information as it has deemed appropriate, made its own analysis and decision to enter into the Loan Documents to which it is a party.
Independent Analysis. Each Participating Lender hereby confirms that it has made its own decision to execute this Agreement based upon its own independent assessment of documents and information available to it, as it deemed appropriate.
Independent Analysis. The Junior Agent, on behalf of each Junior Secured Party, acknowledges that it and each Junior Secured Party has, independently and without reliance on the Senior Agent or any Senior Secured Party, and based on documents and information deemed by it appropriate, made its own credit analysis and decision to enter into this Agreement, the Junior Documents, and the transactions contemplated hereby and thereby and agrees that it will continue to make its own credit decision in taking or not taking any action under the Junior Documents or this Agreement.
Independent Analysis. (a) Parent and Merger Sub have conducted an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of each of Lime and the Lime Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have relied solely on the results of such investigation and the representations and warranties expressly set forth in Article IV. The representations and warranties expressly set forth in Article IV constitute the sole and exclusive representations and warranties given to Parent and Merger Sub in connection with the transactions contemplated hereby, and Parent and Merger Sub acknowledge and agree that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, is making any representation, warranty, statement or projections whatsoever (whether in the confidential information memorandum or otherwise), express or implied, beyond the representations and warranties expressly set forth in Article IV.
(b) Without limiting the generality of Section 5.7(a), Parent and Merger Sub acknowledge that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, has made any representation, warranty, covenant or statement, express or implied, as to the accuracy or completeness of any memoranda, charts, summaries, presentations or schedules heretofore made available by Lime, any Lime Subsidiary, any stockholder of Lime or any Representative of any of them, to Parent or its Representatives or any other information which is not included in this Agreement. Parent and Merger Sub acknowledge and agree that any cost estimates, forecasts, projections or other predictions or forward-looking information that may have been provided to Parent, Merger Sub or their Representatives were prepared for internal planning purposes only and are not representations or warranties of Lime, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved.
Independent Analysis. Service Provider shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Service Provider shall possess no authority with respect to any District decision.
Independent Analysis. The Guarantor has, independently and without reliance upon the Administrative Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guarantee Agreement. The Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Guarantee Agreement, and the Managers of the Guarantor have decided that a direct or an indirect benefit will accrue to such Guarantor by reason of the execution of this Guarantee Agreement.
Independent Analysis. Each Party hereto acknowledges that such Party understands the transactions contemplated by this Agreement and that such Party has had the opportunity to review this Agreement and the transactions contemplated hereby with such Party’s own legal counsel, tax advisors and other advisors. Each Party is relying solely on such Party’s own counsel and advisors and not on any statements or representations of the other Party or of their respective representatives or agents for legal or other advice with respect to the transactions contemplated by this Agreement.
Independent Analysis. 2.10.1 The Seller is an accredited investor, as defined in Rule 501 of the Securities Act.
2.10.2 The Seller acknowledges that the Buyer has not rendered any opinion or expressed any view to the Seller as to whether the sale of the Shares is prudent or suitable, and the Seller is not relying on any representation or warranty by the Buyer except as expressly set forth in this Agreement.
2.10.3 The Seller is a sophisticated investor with respect to the Shares and the transactions contemplated in this Agreement and it has adequate information concerning the business, condition (financial or otherwise), prospects and plans of the Buyer and its affiliates, and understands the disadvantages to which it may be subject on account of the disparity of information as between the parties. The Seller acknowledges, by reason of its business and financial experience, that it is capable of evaluating the merits and risks of the sale of the Shares and of protecting its own interests in connection with sale of the Shares.
2.10.4 The Seller acknowledges that the Buyer may possess material non-public information not known to the Seller regarding or relating to the Buyer or the Shares, including, but not limited to, information concerning the business, condition (financial or otherwise), prospects or plans of the Buyer. The Seller further acknowledges that neither the Buyer nor any of its affiliates shall have any liability whatsoever (and the Seller hereby waives and releases all claims that it may otherwise have) with respect to the nondisclosure of any such information, whether before or after the date of this Agreement. In this regard, the Seller acknowledges that the transactions contemplated herein may be consummated during the “Blackout Period” under the Buyer’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which begins 14 days prior to the Buyer’s fiscal year end and ends 24 hours after the release of the Buyer’s financial results for such fiscal year (or, if such 24 hour period ends on a day which is not a trading day, on the next succeeding trading day at the time the results were released).
2.10.5 The Seller acknowledges that it has had access to all information regarding the Buyer and its business, condition (financial or otherwise), prospects and plans that it reasonably considers important in making its decision to sell the Shares, and it has had ample opportunity to ask questions of the appropriate persons concerning suc...
Independent Analysis. Design Professional shall provide the services required by this Agreement and arrive at conclusions with respect to the rendition of information, advice or recommendations, independent of the control and direction of District, other than normal contract monitoring provided, however, Design Professional shall possess no authority with respect to any District decision.
