Common use of Independent Analysis Clause in Contracts

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. (a) Parent and Merger Sub have Purchaser acknowledges that it has conducted an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of each the LLCs and Partnerships the Subject Interests of Lime and the Lime Subsidiaries which it is acquiring and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have Purchaser has relied solely on the results of such investigation and the representations and warranties expressly of the Sellers set forth in Article IVherein. The Such representations and warranties expressly set forth in Article IV constitute the sole and exclusive representations and warranties given to Parent and Merger Sub of the Sellers in connection with the transactions contemplated hereby, and Parent Purchaser acknowledges and Merger Sub acknowledge and agree agrees that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, is the Sellers are not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations and warranties those expressly set forth given in Article IVthis Agreement. (b) Without limiting the generality of Section 5.7(a)foregoing, Parent and Merger Sub acknowledge Purchaser acknowledges that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, no Seller has made any representation, representation or 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 Purchaser or any other information which is not included in this Agreement. Parent Purchaser further acknowledges and Merger Sub acknowledge and agree agrees 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 Purchaser were prepared for internal planning purposes only and are not representations or warranties of Limethe Sellers, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved.

Independent Analysis. (a) Parent and Merger Sub have The Purchaser acknowledges that it has conducted an independent investigation of the financial condition, results of operations, assets, liabilities, properties liabilities and projected operations of each of Lime and the Lime Subsidiaries Company and, in making its determination to proceed with this Agreement and the transactions contemplated by Ancillary Agreements, other than the representations, warranties, covenants and agreements of the Seller and the Principals set forth in this Agreement, Parent as modified by the Seller Disclosure Letter, and Merger Sub have in any certificates and other documents delivered by the Seller or the Principals pursuant to Article VIII, the Purchaser has relied solely on the results of such investigation and investigation. (b) The Purchaser acknowledges that the representations and warranties expressly set forth in Article IV. The representations of the Seller and warranties expressly the Principals set forth in Article IV as modified by the Seller Disclosure Letter, constitute the sole and exclusive representations and warranties given of the Seller and the Principals to Parent and Merger Sub the Purchaser in connection with this Agreement and the transactions contemplated herebyAncillary Agreements, and Parent the Purchaser agrees that neither the Seller nor any of its officers, employees, attorneys, accountants, financial advisors, consultants and Merger Sub acknowledge and agree that none of Lime, any Lime Subsidiary, any stockholder of Limeother representatives, nor any Representative of the Principals or 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 themother Person, has made any representation, warranty, covenant representation 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 warranty beyond those expressly given in this Agreement. Parent , as modified by the Seller Disclosure Letter, the Ancillary Agreements and Merger Sub acknowledge any written certificate delivered at the Closing. (c) The Purchaser further acknowledges and agree agrees that any cost estimates, forecasts, projections or other predictions or forward-looking information that may have been provided to Parentthe Purchaser or any of its Affiliates, Merger Sub or their Representatives officers, employees, attorneys, accountants, financial advisors, consultants and other representatives were prepared for internal planning purposes only and are not representations or warranties of Limethe Seller or the Principals, and that no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved.

Independent Analysis. (a) Parent and Merger Sub have Buyer acknowledges that it has 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 Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have Buyer has relied solely on the results of such investigation and the express representations and warranties expressly of the Company set forth in Article IVherein. The Such representations and warranties expressly set forth in Article IV by the Company constitute the sole and exclusive representations and warranties given of the Company to Parent and Merger Sub Buyer in connection with the transactions contemplated hereby, and Parent Buyer acknowledges and Merger Sub acknowledge and agree agrees that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, the Company is not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations and warranties those expressly set forth given in Article IVthis Agreement. (b) Without limiting the generality foregoing, Buyer acknowledges that neither the Company nor any of Section 5.7(a), Parent and Merger Sub acknowledge that none of Lime, any Lime Subsidiary, any stockholder of Limethe Shareholders or SEU Holders, nor any Representative anyone acting on behalf of any of themsuch Persons, has made any representation, representation or 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, the Company to Parent or its Representatives Buyer or any other information which is not included in this Agreement. Parent Buyer further acknowledges and Merger Sub acknowledge and agree agrees that any cost estimates, forecasts, projections or other predictions or forward-looking information information, relating to the Company, the industry in which the Company operates or the economy generally, that may have been provided to Parent, Merger Sub or their Representatives Buyer were prepared for internal planning purposes only and are not representations or warranties of Limethe Company, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved. (c) Notwithstanding the foregoing, nothing in this Section 5.7 shall, in any way, limit Buyer’s rights pursuant to this Agreement or in any action with respect to a claim for fraud.

Independent Analysis. (a) Parent and Merger Sub have Each of the Buyer Companies acknowledges that it has 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 Group Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have each of the Buyer Companies has relied solely on the results of such investigation and the representations and warranties of the Company expressly set forth herein and in Article IVany certificate delivered hereunder. The Such representations and warranties expressly set forth in Article IV by the Company constitute the sole and exclusive representations and warranties given to Parent and Merger Sub of the Company in connection with the transactions contemplated hereby, and Parent each of the Buyer Companies acknowledges and Merger Sub acknowledge and agree agrees that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, the Company is not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations those expressly given in this Agreement and warranties expressly set forth in Article IVany certificate delivered hereunder. (b) Without limiting the generality foregoing, each of Section 5.7(a), Parent and Merger Sub acknowledge the Buyer Companies acknowledges that none of Lime, any Lime Subsidiary, any stockholder of Limeneither the Company, nor any Representative anyone acting on behalf of any of themthe Company, has made any representation, representation or 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 the Company to any of them, to Parent or its Representatives the Buyer Companies or any other information which is not included in this Agreement. Parent Each of the Buyer Companies further acknowledges and Merger Sub acknowledge and agree agrees 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 any of the Buyer Companies were prepared for internal planning purposes only and are not representations or warranties of Limethe Company, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved.

Independent Analysis. (a) Parent and Merger Sub have Buyer recognizes that Seller has not made any representation or warranty upon which Buyer is relying in respect to the ability of Buyer to obtain business through the Tobacco Business subsequent to the Closing Date. Buyer acknowledges that it has conducted an independent investigation of the financial condition, results of operations, assetsAssets, liabilitiesLiabilities, properties and projected operations of each of Lime and the Lime Subsidiaries Tobacco Business and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have Buyer has relied solely on the results of such investigation and the representations, warranties, covenants and agreements of Seller set forth herein, including the Schedules hereto, and in the Seller Transaction Agreements. Such representations and warranties expressly set forth in Article IV. The representations and warranties expressly set forth in Article IV by Seller constitute the sole and exclusive representations and warranties given of Seller to Parent and Merger Sub Buyer in connection with the transactions contemplated hereby, and Parent Buyer acknowledges and Merger Sub acknowledge and agree agrees that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, Seller is not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations and warranties those 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 given in this AgreementAgreement and the Seller Transaction Agreements, including any warranty disclaimed by Seller in SECTION 11.18. Parent Buyer further acknowledges and Merger Sub acknowledge and agree agrees that any cost estimates, forecasts, projections or other predictions or forward-looking information that may have been provided to ParentBuyer or any of its employees, Merger Sub agents or their Representatives representatives were prepared for internal planning purposes only and are not representations or warranties of LimeSeller, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved; provided that the foregoing is not intended to and shall not limit the scope of the representations and warranties contained herein and in the Seller Transaction Agreements.

Independent Analysis. (a) Parent and Merger Sub have Buyer acknowledges that it has 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 Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have Buyer has relied solely on the results of such investigation and the representations and warranties expressly of the Company and the Shareholder Parties set forth in Article IVherein. The Such representations and warranties expressly set forth in Article IV by the Company and the Shareholder Parties constitute the sole and exclusive representations and warranties given of the Company and the Shareholder Parties to Parent and Merger Sub Buyer in connection with the transactions contemplated hereby, and Parent Buyer acknowledges and Merger Sub acknowledge agrees that the Company and agree that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, is the Shareholder Parties are not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations and warranties those expressly set forth given in Article IVthis Agreement. (b) Without limiting the generality of Section 5.7(a)foregoing, Parent and Merger Sub acknowledge Buyer acknowledges that none of Lime, any Lime Subsidiary, any stockholder of Lime, neither the Company nor any Representative of any of them, the Shareholder Parties has made any representation, representation or 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 the Company or any Representative of any of them, the Shareholder Parties to Parent or its Representatives Buyer or any other information which is not included in this Agreement. Parent Buyer further acknowledges and Merger Sub acknowledge and agree agrees 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 Buyer were prepared for internal planning purposes only and are not representations or warranties of Limethe Company or any of the Shareholder Parties, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved.

Independent Analysis. (a) Parent Buyer is an experienced oil and Merger Sub gas company and operator. It has entered into this Agreement on the basis of its own independent judgment and analysis. Buyer is the current owner of interests in the vicinity of the NWU and as such has express knowledge concerning the Assets and the NWU. Buyer is in the business of purchasing and owning oil and gas properties. Buyer recognizes that Sellers have not made any representation or warranty upon which Buyer is relying in respect to the prospects or operation of the assets subsequent to the Closing Date. Buyer acknowledges that it has conducted an independent investigation of the financial condition, results of operations, assetsAssets, liabilitiesLiabilities, properties and projected operations of each of Lime and the Lime Subsidiaries NWU and, in making its determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have Buyer has relied solely on the results of such investigation and the representations, warranties, covenants and agreements of Sellers set forth herein, including the Schedules hereto. Such representations and warranties expressly set forth in Article IV. The representations and warranties expressly set forth in Article IV by Sellers constitute the sole and exclusive representations and warranties given of Sellers to Parent and Merger Sub Buyer in connection with the transactions contemplated hereby, and Parent Buyers acknowledges and Merger Sub acknowledge and agree agrees that none of Lime, any Lime Subsidiary, any stockholder of Lime, nor any Representative of any of them, is Sellers are not making any representation, warranty, statement representation or projections whatsoever (whether in the confidential information memorandum or otherwise)warranty whatsoever, express or implied, beyond the representations and warranties those 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 given in this Agreement, including any warranty disclaimed by Sellers in Section 6. Parent Buyers further acknowledges and Merger Sub acknowledge and agree agrees that any cost estimates, forecasts, projections or other predictions or forward-looking information that may have been provided to ParentBuyer or any of its employees, Merger Sub agents or their Representatives representatives were prepared for internal planning purposes only and are not representations or warranties of LimeSellers, and no assurances can be given that any estimated, forecasted, projected or predicted results will be achieved; provided that the foregoing is not intended to, and shall not, limit the scope of the representations and warranties contained herein.