Independent Investigation; Disclaimer of Reliance Sample Clauses

Independent Investigation; Disclaimer of Reliance. The Purchaser and Greenbrook have conducted their own independent investigation, review, and analysis of the Success Subject Companies, the Equity Interests, and the Business, and acknowledge (for themselves and on behalf of their Affiliates and Representatives) that they have been provided adequate access to the personnel, premises and properties, assets, books and records, and other documents and data of the Success Subject Companies for such purpose. The Purchaser and Greenbrook acknowledge and agree that (a) in making their decision to enter into this Agreement and each other agreement, document or instrument to be executed and delivered by the Purchaser and Greenbrook, and the consummation by the Purchaser and Greenbrook of the Contemplated Transactions, the Purchaser and Greenbrook have relied solely upon their own investigation and the express representations and warranties of the Seller Parties set forth in Article II and Article III, and the certificates to be delivered by the Seller Parties pursuant to Section 7.2(i) of this Agreement, neither the Purchaser nor Greenbrook has relied, and neither will rely, on any other representation or warranty, (b) none of the Seller Parties, nor any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Seller Parties or the Success Subject Companies, including any representation or warranty as to the accuracy or completeness of any information regarding any Seller Party or the Success Subject Companies, or the business, results of operations, prospects, condition (financial or otherwise), assets, or liabilities of the Success Subject Companies furnished or made available to the Purchaser, Greenbrook or any of their Representatives, or as to the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Success Subject Companies or the future business, operations, or affairs of the Success Subject Companies, or any representation or warranty arising from any Law, except for the representations and warranties expressly set forth in Article II and Article III, and (c) neither the Seller Parties, nor any other Person acting on their behalf has any liability to the Purchaser, Greenbrook or any other Person with respect to any projections, forecasts, estimates, plans, or budgets of future revenue, profitability, expenses or expenditures, future results of...
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Independent Investigation; Disclaimer of Reliance. Buyer hereby acknowledges that Xxxxx has conducted Xxxxx’s own independent investigation, review, and analysis of the Company, and the results of operations, prospects, condition (financial or otherwise), assets, properties, and Liabilities of the Company. Buyer hereby acknowledges and agrees that (a) in making Buyer’s decision to enter into this Agreement and the Ancillary Agreements and to consummate the Transaction, Buyer has relied solely upon Xxxxx’s own investigation and the express representations and warranties of the Company set forth in Section 3 and in any Ancillary Agreement and of the Seller Parties in Section 4 and in any Ancillary Agreement, and Buyer has not relied and will not rely on any other statement, assertion, omission, representation, or warranty, and (b) except for the representations and warranties of the Company expressly set forth in Section 3 and in any Ancillary Agreement and of the Seller Parties expressly set forth in Section 4 and in any Ancillary Agreement, none of the Company, any Seller Party, or any other Person has made or is making any other express or implied representation or warranty, either written or oral, including any representation or warranty regarding the accuracy or completeness of any information regarding the Seller Parties, the Shares, the Company, or the results of operations, prospects, condition (financial or otherwise), assets, properties or Liabilities of the Company furnished or made available to Buyer or any of its Representatives (including any information, documents, or material made available to the Buyer or any of its Representatives in the virtual data room, management presentations, or in any other form in expectation of the Transaction), or regarding the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Company, or any representation or warranty arising from any Law.
Sample 1

Related to Independent Investigation; Disclaimer of Reliance

  • Disclaimer of Reliance Except for the specific representations expressly made by the Company in this Agreement, Executive specifically disclaims that Executive is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Executive represents that Executive relied solely and only on Executive’s own judgment in making the decision to enter into this Agreement.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

  • Disclaimer of Representations and Warranties THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT, OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

  • LIMITATION OF LIABILITY OF THE MANAGER The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Manager's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

  • Limitation of Liability of the Adviser The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties and obligations hereunder. As used in this Article 6, the term "Adviser" shall include Directors, officers and employees of the Adviser as well as that corporation itself.

  • Limitation of Liability of Manager As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder.

  • Limitation of Liability of the Investment Adviser The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Article IV, the term "Investment Adviser" shall include any affiliates of the Investment Adviser performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Investment Adviser and of such affiliates.

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund.

  • Disclaimer of Warranties and Limitation of Liability WE AND OUR AFFILIATED COMPANIES, OWNERS, AGENTS, THIRD PARTY SERVICE PROVIDERS, THIRD PARTY CONTENT PROVIDERS, AND ALL EMPLOYEES AND LICENSORS OF EACH AND EVERY ONE OF THE FOREGOING (COLLECTIVELY, THE “PROVIDER”) MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, SERVICE CONTENT, THIRD PARTY SERVICES, THIRD PARTY CONTENT, AND ANYTHING RELATED TO EACH AND ALL OF THE FOREGOING (COLLECTIVELY, THE “OFFERINGS”). THE OFFERINGS ARE MADE AVAILABLE TO YOU ON AN “AS IS, AS AVAILABLE” BASIS. YOUR USE OF THE OFFERINGS IS AT YOUR SOLE AND EXCLUSIVE RISK. PROVIDER DISCLAIMS RESPONSIBILITY FOR ANY LOSS, DAMAGE, FAILURE OR OTHER LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE OFFERINGS.PROVIDER MAKES NO WARRANTY THAT (i) THE OFFERINGS WILL MEET YOUR REQUIREMENTS, ( i) THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, ( i) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OFFERINGS WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU OBTAIN THROUGH THE OFFERINGS WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE OFFERINGS AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. NEITHER WE NOR OUR PARTNERS, AFFILIATES, OPERATORS, OR PARENT COMPANIES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT IN ALL CIRCUMSTANCES, PROVIDER’S LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO $50 OR TO THE GREATEST EXTENT PERMITTED BY LAW, WHICHEVER IS MORE.

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