Independent Inquiry Clause Samples
The Independent Inquiry clause establishes the right or obligation for a party to conduct its own investigation or assessment, separate from any other inquiries or findings. In practice, this means that a party is not bound by the conclusions or reports of third parties and may gather its own evidence, interview witnesses, or review documents to form an independent judgment. This clause is essential for ensuring that each party can make informed decisions based on its own analysis, thereby reducing reliance on potentially biased or incomplete external information.
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Independent Inquiry. Nothing in this Agreement shall be construed to limit the freedom of researchers who are participants in this Agreement, whether paid under this Agreement or not, from engaging in similar research inquiries made independently under other grants, contracts or agreements with parties other than the Sponsor.
Independent Inquiry. Each Member acknowledges, agrees, represents and warrants that it has completed its own independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the transactions contemplated hereby and the suitability of this Agreement and the transactions contemplated hereby for such Member and its particular circumstances and has not relied upon any representations or advice by any other Member or the Board of Managers. Without limiting the generality of the foregoing, each Member acknowledges, agrees, represents and warrants that (i) it has completed its own independent inquiry as to the investment risks associated with its respective Units, (ii) any projections or assumptions as to potential returns that have previously been submitted to such Member by the Company or any other person Affiliated with the Company are not guarantees of actual returns and (iii) no representations, warranties or guarantees have been made to such Member as to the returns or performance of the Company by any of the Board of Managers, the Company or any other person Affiliated with the Company.
Independent Inquiry. Each Member hereby severally, but not jointly, acknowledges, agrees, represents and warrants to the Company and the other Members that such Member has completed its own independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the suitability of this Agreement for such Member and its particular circumstances and has not relied upon any representations or advice by any other Member or their representatives or advisors or the Board of Managers.
Independent Inquiry. Nothing in this Agreement shall be construed to limit the freedom of the parties to this Agreement, whether paid under this Agreement or not, from engaging in similar inquiries made independently under other agreements with parties other than the parties to this Agreement.
Independent Inquiry. Purchaser has been given (i) access to all books and records, legal documents and other material information of the Company; (ii) access to all material contracts and documents of the Company relating to the sale of the shares and the Company’s business; and (iii) an opportunity to ask questions of and receive answers from the executive officers of the Company, regarding the information in (i) and (ii) above. Purchaser has made such investigation and examination of the affairs of the Company and has obtained such information relating thereto as he or she deems necessary to verify the accuracy of the information furnished to him or her. Purchaser has received no representation or warranty from any person regarding the Company or its business or prospects, or the shares or the underlying securities; and Purchaser acknowledges that the ability of the Company to achieve its business objective is uncertain. Purchaser understands that the Company currently does not have any operations.
Independent Inquiry. Nothing in this MOU shall be construed to limit the freedom of participants in this Agreement, whether paid or not, from engaging in similar inquiries made independently under other MOU, grants, contracts or agreements with parties other than those listed above
Independent Inquiry. Nothing in this Agreement shall be construed to limit GW from engaging in similar or other inquiries made independently or with parties other than Sponsor.
Independent Inquiry. Vicis has been given (i) access to all books and records, legal documents and other material information of the Company; (ii) access to all material contracts and documents of the Company relating to the Securities and the Company’s business; and (iii) an opportunity to ask questions of and receive answers from the executive officers of the Company, regarding the information in (i) and (ii) above. Vicis has made such investigation and examination of the affairs of the Company and has obtained such information relating thereto as he or she deems necessary to verify the accuracy of the information furnished to him or her. Vicis has received no representation or warranty from any person regarding the Company or its business or prospects, or the Securities; and Vicis acknowledges that the ability of the Company to achieve its business objective is uncertain. Vicis understands that an investment in the Company is extremely risky and acknowledges reviewing all of the Risk Factors contained in the Commission Documents.
Independent Inquiry. The Purchaser has been given (i) access to all books and records, legal documents and other material information of the Company; (ii) access to all material contracts and documents of the Company relating to the sale of the shares and the Company’s business; and (iii) an opportunity to ask questions of and receive answers from the executive officers of the Company, regarding the information in (i) and (ii) above. The Purchaser has made such investigation and examination of the affairs of the Company and has obtained such information relating thereto as he or she deems necessary to verify the accuracy of the information furnished to him or her. The Purchaser has received no representation or warranty from any person regarding the Company or its business or prospects, or the shares or the underlying securities; and the Purchaser acknowledges that the ability of the Company to achieve its business objective is uncertain. The Purchaser understands that an investment in the Company is extremely risky and acknowledges reviewing all of the Risk Factors contained in the Commission Documents. Purchaser further acknowledge the risk and facts set forth in Schedule 1(c).
Independent Inquiry. Each Member acknowledges, agrees, represents and warrants that it has completed its own independent inquiry and has relied fully upon the advice of its own legal counsel, accountant, financial and other advisors in determining the legal, tax, financial and other consequences of this Agreement and the Master Agreement and the transactions contemplated hereby and thereby and the suitability of this Agreement and the Master Agreement and the transactions contemplated hereby and thereby for such Member and its particular circumstances and, except for representations or warranties that are expressly set forth in this Agreement or the Master Agreement, has not relied upon any representations or advice by any other Member or the Board or the Company or any due diligence or investigation by any other Member or any other Person (except, in the case of the Company, for any representations and warranties expressly set forth in the a written subscription agreement or similar document entered into by the Company in connection with the issuance to such Member of any Interests owned thereby). Without limiting the generality of the foregoing, each Member acknowledges, agrees, represents and warrants that (a) it has completed its own independent inquiry as to the investment risks associated with its respective Interests; (b) any projections or assumptions as to potential returns that have previously been submitted to such Member by the Company or any other person Affiliated with the Company are not guarantees of actual returns; and (c) no representations, warranties or guarantees have been made to such Member as to the returns or performance of the Company by any of the Board, the Company or any other person Affiliated with the Company. The parties hereto have voluntarily agreed to define their rights, liabilities and obligations respecting the subject matter of this Agreement and the Master Agreement exclusively in contract pursuant to the express terms and provisions of this Agreement and the Master Agreement; and the parties hereto expressly disclaim that they are entitled to any remedies other than those for breach of contract and those expressly set forth in this Agreement and the Master Agreement; provided, that nothing contained herein shall be deemed a waiver of any claims or remedies for fraud.