Common use of Independent Investigation; No Other Representations and Warranties Clause in Contracts

Independent Investigation; No Other Representations and Warranties. (a) The Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects. The Purchaser and its Representatives have been provided with access to the personnel, properties, premises, records and other documents and information of and relating to the Business for such purpose. The Purchaser 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. In entering into this Agreement, the Purchaser 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 the Seller, the Seller’s Representatives or the Business except for the representations and warranties expressly set forth in Article III (and, with respect to such representations and warranties, subject to any limitations expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and in any Ancillary Agreement.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)

AutoNDA by SimpleDocs

Independent Investigation; No Other Representations and Warranties. (a) The Purchaser has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Business and its operations, assets, condition (financial or otherwise) and prospects. The Purchaser and its Representatives have been provided with access to the personnel, properties, premises, records and other documents and information of and relating to the Business for such purpose. The Purchaser 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. In entering into this Agreement, the Purchaser 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 the Seller, the Seller’s Representatives or the Business except for the representations and warranties expressly set forth in Article ‎Article III (and, with respect to such representations and warranties, subject to any limitations expressly set forth in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and in any Ancillary Agreement.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.)

Independent Investigation; No Other Representations and Warranties. (a) The Purchaser has Buyer Parties have conducted its their own independent investigation, review and analysis of, and reached its their own independent conclusions regarding, the Business Business, the Transferred Group Companies and its their respective operations, assets, condition (financial or otherwise) and prospects. The Purchaser Each Buyer Party acknowledges that it and its Representatives have been provided with adequate access to the personnel, properties, premises, records records, financial data and other documents and information of and relating to the Business and the Transferred Group Companies for such purpose. The Purchaser has Buyer Parties have 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. In entering into this Agreement, the Purchaser each Buyer Party acknowledges that it has relied solely upon its own investigation, review and analysis and has not relied on and is not relying hereby expressly waives any reliance on any representation, warranty or other statement (whether written or oral) made by, on behalf of or relating to any Seller Party, any of the SellerSeller Parties’ Affiliates, the Seller’s Representatives Transferred Group Companies or the Business except for the representations and warranties expressly set forth in Article III 3 of this Agreement (and, with respect to such representations and warranties, subject to any limitations expressly set forth included in this Agreement and as such representations and warranties may be qualified by the Disclosure ScheduleAgreement) and or in any Ancillary Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Open Text Corp)

AutoNDA by SimpleDocs

Independent Investigation; No Other Representations and Warranties. (a) The Purchaser Buyer has conducted its own independent investigation, review and analysis of, and reached its own independent conclusions regarding, the Acquired Companies, the Business and its their respective operations, assets, condition (financial or otherwise) and prospects. The Purchaser Buyer acknowledges that it and its Representatives have been provided with access full access, to the extent requested or desired, to the personnel, properties, premises, records and other documents and information of and relating to the Business any Acquired Company, the Business, the Additional Acquired Assets or the Assumed Liabilities for such purpose. The Purchaser 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. In entering into this Agreement, the Purchaser Buyer 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 the SellerSellers, the Seller’s Representatives Sellers’ Affiliates or the Business Business, except for the representations and warranties expressly set forth in Article III 3 of this Agreement or in the certificate contemplated by Section 7.2(d) (and, with respect to such representations and warranties, subject to any limitations expressly set forth included in this Agreement and as such representations and warranties may be qualified by the Disclosure Schedule) and in any Ancillary Agreement).

Appears in 1 contract

Samples: Purchase Agreement (Rocky Brands, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.