Independent Investigation; No Other Representations and Warranties. (a) Buyer acknowledges that it has relied solely upon its own independent investigation, review and analysis, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects and expressly disclaims, has not relied on and is not relying on any representation, warranty, financial budget, financial projection or other statement made by, on behalf of or relating to Seller, its affiliates, Alliance Management or the Business, except for the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement. Buyer has been represented by, and had the assistance of, counsel in the conduct of its due diligence, the preparation and negotiation of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby.
(b) Buyer acknowledges and agrees that (i) other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement, neither Seller, any of its affiliates, Alliance Management or any other person has made or makes any representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to merchantability or fitness for a particular use or purpose, the operation, financial performance, probable success or profitability of the Business following the Closing, or the accuracy or completeness of any information regarding the Business made available to Buyer and its representatives in connection with this Agreement or their investigation of the Business, and (ii) Buyer will have no right or remedy (and Seller and Alliance Management will have no liability whatsoever) arising out of, and Buyer expressly disclaims any reliance upon, any representation, warranty or other statement made by, on behalf of or relating to Seller, any of its affiliates, Alliance Management or the Business, other than the representations and warranties expressly set forth in Article 4, subject to any limitations included in this Agreement.
Independent Investigation; No Other Representations and Warranties. Each of Manager and CCIA acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each of Manager and CCIA has relied solely upon its own investigation and the express representations and warranties of CLNC and CLNC OP set forth in ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) except for the representations and warranties contained in ARTICLE III (as qualified by the related portions of the Disclosure Schedules), neither CLNC, CLNC OP, nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of CLNC, CLNC OP or their respective Affiliates, including any representation or warranty as to the accuracy or completeness of any information furnished or made available to Manager or CCIA (including any information, documents or materials made available to Manager or CCIA in management presentations or in any other form in expectation of the transactions contemplated hereby) or any representation or warranty arising from statute or otherwise in law.
Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company, the Sellers or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, its business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in this Agreement. Without limiting the generality of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has made its own investigation into, and based thereon has formed an independent judgment concerning, the Company and its business, (b) has been given adequate access to such information about the Company and its business as the Buyer has reasonably requested, and (c) will not assert any claim against the Sellers or any of their partners, directors, officers, employees, advisors, agents, stockholders, managers, members, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions with respect to any information made available, delivered, provided or made available to the Buyer or any of its Affiliates; provided, that this Section 5.7 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in accordance with Section 7.3(a) (subject to the limitations contained in Sections 7.3 and 9.1).
Independent Investigation; No Other Representations and Warranties. (a) Buyer has conducted its own independent investigation, review and analysis of the Acquired Assets and the Assumed Liabilities. Buyer acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Acquired Assets, the Assumed Liabilities and the Business for such purpose.
(b) Buyer acknowledges and agrees that other than the representations and warranties expressly set forth in Article III of this Agreement, none of the Sellers, any of the Sellers’ Affiliates or any other Person has made or makes any other representation or warranty, written or oral, express or implied, at law or in equity, with respect to the Business, the Acquired Assets or the Assumed Liabilities, including any representation or warranty as to (A) merchantability or fitness for a particular use or purpose, (B) the operation or probable success or profitability of the Business following the Closing, or (C) the accuracy or completeness of any information regarding the Business, the Acquired Assets or the Assumed Liabilities made available to Buyer and its Representatives in connection with this Agreement or their investigation of the Business.
(c) Notwithstanding anything herein to the contrary, the Sellers make no representation or warranty with respect to any acts or omissions by or on behalf of Buyer or its Affiliates in connection with the Marketing Agreement.
Independent Investigation; No Other Representations and Warranties. Each of Advisor and NRF acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each of Advisor and NRF has relied solely upon its own investigation and the express representations and warranties of NHI and NHI OP set forth in Article III of this Agreement (including related portions of the Disclosure Schedules); and (b) except for the representations and warranties contained in Article III (as qualified by the related portions of the Disclosure Schedules), neither NHI, NHI OP, nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of NHI, NHI OP or their respective Affiliates, including any representation or warranty as to the accuracy or completeness of any information furnished or made available to Advisor or NRF (including any information, documents or materials made available to Advisor or NRF in management presentations or in any other form in expectation of the transactions contemplated hereby) or any representation or warranty arising from statute or otherwise in Law.
Independent Investigation; No Other Representations and Warranties. Each Seller acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and upon the representations and warranties of the Purchaser expressly set forth in Article IV and the other Purchaser Documents. Such Seller acknowledges and agrees that the Purchaser is not making any representations or warranties whatsoever, express or implied, beyond those expressly set forth in Article IV and in the other Purchaser Documents. SUCH SELLER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER SET FORTH IN ARTICLE IV AND IN THE OTHER PURCHASER DOCUMENTS, NONE OF THE PURCHASER OR ANY OTHER PERSON (INCLUDING, ANY SHAREHOLDER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND SUCH SELLER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE PURCHASER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Independent Investigation; No Other Representations and Warranties. The Buyer agrees that none of the Company, the Existing Members or any of their respective Affiliates have made and shall not be deemed to have made, nor has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with respect to the Company, the Acquired Subsidiaries, the Business or the transactions contemplated hereby, other than those representations, warranties, covenants and agreements explicitly set forth in Article 3 of this Agreement.
Independent Investigation; No Other Representations and Warranties. The Buyers have conducted to their and their respective Affiliates’ satisfaction an independent investigation and verification of the financial condition, results of operations, assets, Liabilities, properties and projected operations of the Group Companies and, in making their determination to proceed with the transactions contemplated by this Agreement and the Related Agreements, they have relied solely on the results of their own independent investigation and verification and the representations and warranties of the Sellers expressly set forth in Article III or Article IV and the certificates delivered pursuant hereto, as modified by the Disclosure Schedule. The Buyers acknowledge that (a) the representations and warranties of the Sellers contained in this Agreement set forth in Article III or Article IV and the certificates delivered pursuant hereto, as modified by the Disclosure Schedule, and in the Related Agreements constitute the sole and exclusive representations and warranties of the Sellers in connection with the transactions contemplated hereby and thereby, and (b) all representations, warranties, statements or information made, communicated or furnished (orally or in writing) of any kind or nature (including any estimates, projections, forecasts, plans and discussions, responses to questions submitted or any other form in expectation of the transactions contemplated by this Agreement), other than those described in the foregoing clause (a), are disclaimed by the Sellers.
Independent Investigation; No Other Representations and Warranties. Athena has conducted to its satisfaction its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Sapphire Group Companies, their businesses and operations, assets, condition (financial or otherwise) and prospects. Athena acknowledges that it and its Representatives have been provided such access to the personnel, properties, premises, records and other documents and information of, and relating to the Sapphire Group Companies and their businesses as it has requested for such purpose. In entering into this Agreement, Athena acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on, and is not relying on, any representation, warranty or other statement made by, on behalf of, or relating to, Sapphire, Sapphire’s Affiliates, the Sapphire Group Companies and their respective Representatives, except for the representations and warranties expressly set forth in Article V.
Independent Investigation; No Other Representations and Warranties. Acquiror has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the business, operations, assets, condition (financial or otherwise) and prospects of the Acquired Companies. Acquiror acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises, records and other documents and information of and relating to the Company and its Subsidiaries for such purpose, including by receiving access to such documents and information in the virtual data room prepared by Seller. In entering into this Agreement, Acquiror acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to Seller, the Company or any of the Company’s Subsidiaries except for the representations and warranties expressly set forth in Article IV of this Agreement (and, with respect to such representations and warranties, subject to any limitations included in this Agreement).
