Independent Investigation; No Reliance. In connection with its investment decision, Purchaser expressly acknowledges that it and its Representatives have inspected the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and have conducted such independent review, investigation and analysis (financial and otherwise) of the Company as desired by Purchaser. Purchaser hereby expressly acknowledges that Seller has provided Purchaser with access to the personnel, properties, premises and books and records of the Company for this purpose. Purchaser hereby expressly acknowledges that its purchase of the Purchased Interest and the consummation of the transactions contemplated hereby are not done in reliance upon any representation or warranty or omission by, or information from, Seller or any of its Affiliates or Representatives, whether oral or written, express or implied, including any implied warranty of merchantability or of fitness for a particular purpose, except for the representations and warranties specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter), and Purchaser hereby expressly acknowledges that Seller expressly disclaims any other representations and warranties. Such purchase and consummation are instead done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of the Company, as well as those representations and warranties by Seller, as specifically and expressly set forth in Article III (as modified by the Seller Disclosure Letter). Purchaser expressly acknowledges that neither Seller nor any of its Affiliates has made any representation or warranty to Purchaser regarding the probable success or profitability of the Company or its business. Purchaser further expressly acknowledges that neither Seller nor any of its Affiliates nor any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, its businesses or the transactions contemplated by this Agreement, except for the information set forth in Article III (as modified by the Seller Disclosure Letter), and neither Seller nor any of its Affiliates nor any other Person shall have or be subject to any liability to, Purchaser, its Affiliates, their respective Subsidiaries, shareholders, Controlling persons or Representatives or any other Person...
Independent Investigation; No Reliance. Buyer is a knowledgeable, experienced, and sophisticated buyer of land and property used in agriculture and is relying solely on its own expertise and that of Buyer’s advisors and consultants in purchasing the Property. Except for the express representations and warranties of Seller found in Section 7.1 Buyer is acquiring the Property on an “AS IS, WHERE IS” basis, without any representation or warranty of any kind or nature whatsoever, express or implied, and Buyer acknowledges that no such representations or warranties have been made except as set forth in writing herein. In deciding whether to acquire the Property, Buyer is relying solely on Buyer’s investigation of the Property;
Independent Investigation; No Reliance. The Company has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of Parent, Merger Sub I and Merger Sub II, which investigation, review and analysis was conducted by the Company and its Affiliates and, to the extent deemed appropriate by them, by Representatives of the Company. In entering into this Agreement, the Company acknowledges (on behalf of itself and the Equity Holders) that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of Parent, Merger Sub I and Merger Sub II expressly set forth in this Agreement and Parent, Merger Sub I and Merger Sub II expressly set forth in any Ancillary Agreement.
Independent Investigation; No Reliance. The Parent Parties have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Group Companies, which investigation, review and analysis was conducted by the Parent Parties and their respective Affiliates and, to the extent the Parent Parties deemed appropriate, by the Representatives of the Parent Parties. Each Parent Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Group Companies for such purpose. In entering into this Agreement, each Parent Party acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Companies or any of the Companies’ Representatives (except the specific representations and warranties of the Companies expressly set forth in Article III of this Agreement or in any certificate delivered by either of the Companies pursuant to this Agreement), and each Parent Party acknowledges and agrees, to the fullest extent permitted by Law, that: (a) neither the Companies nor any of their managers, directors, officers, equityholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth the due diligence materials, or (ii) the pro-forma financial information, projections or other forward-looking statements of the Group Companies, in each case in expectation or furtherance of the transactions contemplated by this Agreement; and (b) neither the Group Companies nor any of their managers, directors, officers, employees, equityholders, members, Affiliates, controlling Persons, agents, advisors, Representatives or any other Person shall have any liability or responsibility whatsoever to any of the Parent Parties or their respective directors, officers, managers, members, employees, Affiliates, controlling Persons, agents or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Companies provided to the Parent Parties, in materials fur...
Independent Investigation; No Reliance. The Parent Parties have conducted their own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was conducted by the Parent Parties and their respective Affiliates and, to the extent the Parent Parties deemed appropriate, by the Representatives of the Parent Parties. Each Parent Party acknowledges that it and its Representatives have been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, each Parent Party acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company or any of the Company’s Representatives (except the specific representations and warranties of the Company expressly set forth in Article III of this Agreement and in the case of Fraud), and each Parent Party acknowledges and agrees, except in the case of Fraud, to the fullest extent permitted by Law, that: (a) neither the Company nor any of its managers, officers, Company Equityholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in the due diligence materials, or (ii) the pro-forma financial information, projections or other forward-looking statements of the Company, in each case in expectation or furtherance of the Transactions; and (b) neither the Company nor any of its managers, officers, employees, Company Equityholders, members, Affiliates, controlling Persons, agents, advisors, Representatives or any other Person shall have any liability or responsibility whatsoever to any of the Parent Parties or their respective directors, managers, officers, employees, Affiliates, controlling Persons, agents or Representatives on any basis (including in contract or tort, under federal or state securities Laws or otherwise) based upon any information provided or made available, or statements made (including set forth in management summaries relating to the Company provided to the Parent Parties, in materials furnished in the Company’s data site (virtual or otherwise), in presentations by the Company’s management or otherwise), to...
Independent Investigation; No Reliance. Each of the Founders acknowledges that it made the decision to sell Units on the terms specified herein based upon her or its independent analysis and after carefully considering all factors and variables involved. Each Founder has had a reasonable opportunity to consult with legal counsel of its own choosing (as well as tax and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. Each Founder further acknowledges that no representations and warranties have been made by the Company or Equinox regarding the financial and/or business condition or prospects of the Company and that each of the Company and Equinox disclaims any responsibility or obligation for disclosure to the Founders of any of the Company’s future plans or prospects. Each Founder further acknowledges that, other than the representations set forth in Sections 6 and 7 hereof, it has not relied on any representation or statement of the Company or Equinox regarding the present or future value of the Units, regarding the advisability of the decision to enter into and perform this Agreement, or the financial and/or business condition or prospects of the Company.
Independent Investigation; No Reliance. In connection with its investment decision, the Buyer and/or its representatives have inspected and conducted such reasonable independent review, investigation and analysis (financial and otherwise) of Holdco and Enginetics as desired by the Buyer. The purchase of the Shares by the Buyer and the consummation of the transactions contemplated hereby by the Buyer are done entirely on the basis of the Buyer’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of Holdco and Enginetics, as well as those representations and warranties by Holdco and the Sellers, as applicable, specifically and expressly set forth in Article IV and Article V (in each case, as modified by the Disclosure Schedule as modified or supplemented hereunder). The Buyer acknowledges that neither Holdco nor any Seller has made any representations or warranties to the Buyer regarding the probable success or profitability of Holdco, Enginetics or their respective businesses. The Buyer further acknowledges that none of the Sellers or Holdco or any other Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Holdco, Enginetics, their respective businesses or the transactions contemplated by this Agreement not specifically and expressly set forth in Article IV or Article V (in each case, as modified by the Disclosure Schedule as modified or supplemented hereunder) and none of the Sellers, Holdco or any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer or its representatives or the Buyer’s use of any such information.
Independent Investigation; No Reliance. The Company acknowledges that it made the decision to redeem the Units for the Redemption Price based upon its independent analysis and after carefully considering all factors and variables involved. The Company has had a reasonable opportunity to consult with legal counsel of its own choosing (as well as tax and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. The Company further acknowledges that no representations and warranties have been made by the Founders regarding the financial and/or business condition or prospects of the Company and that each of the Founders disclaims any responsibility or obligation for disclosure to the Company of any of the Company’s future plans or prospects. The Company further acknowledges that, other than the representations set forth in Section 5 above, it has not relied on any representation or statement of the Founders regarding the present or future value of the Units, regarding the advisability of the decision to redeem the Units from the Founders in accordance with this Agreement, or the financial and/or business condition or prospects of the Company.
Independent Investigation; No Reliance. BUYER ACKNOWLEDGES AND AGREES THAT IT HAS CONDUCTED ITS OWN INDEPENDENT REVIEW AND ANALYSIS OF, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, THE GROUP COMPANIES AND THE ASSETS, CONDITION, OPERATIONS AND PROSPECTS OF THE COMPANY. IN ENTERING INTO THIS AGREEMENT, BUYER: (A) ACKNOWLEDGES THAT, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 3 OR SECTION 4 OF THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 8.2(e)(ii), NONE OF THE SELLER PARTIES, THE GROUP COMPANIES, NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROJECTIONS, FORECASTS, ESTIMATES, PLANS OR BUDGETS OF FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS (OR ANY COMPONENT THEREOF) OR FUTURE FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF THE GROUP COMPANIES; (B) AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, OTHER THAN IN THE CASE OF FRAUD OR WITH RESPECT TO CLAIMS EXPRESSLY PERMITTED UNDER THIS AGREEMENT, THAT NONE OF SELLER PARTIES, THE GROUP COMPANIES, NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES SHALL HAVE ANY DIRECT PERSONAL LIABILITY OR RESPONSIBILITY WHATSOEVER TO BUYER, OR ITS AFFILIATES (INCLUDING, FOLLOWING THE CLOSING, THE GROUP COMPANIES) ON ANY BASIS (INCLUDING CONTRACT, TORT, OR OTHERWISE) BASED UPON ANY INFORMATION PROVIDED OR MADE AVAILABLE, OR STATEMENTS MADE, TO BUYER PRIOR TO THE EXECUTION OF THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 3 AND SECTION 4 OF THIS AGREEMENT OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 8.2(e)(ii) BUYER HAS NOT RELIED ON ANY STATEMENT OR REPRESENTATION IN MAKING ITS DECISION TO ACQUIRE THE GROUP COMPANIES AND THE SHARES.
Independent Investigation; No Reliance. Such Seller has, independently and without reliance on Buyer, the Issuer or any of their respective affiliates, made its own appraisal and decision with respect to the transactions described above, the financial condition, creditworthiness and affairs of the Issuer and each of its affiliates, and the value of the Transferred Rights. Such Seller has had the opportunity to obtain and has obtained all of the information that it has deemed appropriate for the purpose of evaluating its investment in the Transferred Rights, is satisfied with the scope and extent of its investigations and requires no additional information to make an informed decision. Such Seller is a sophisticated investor and has such knowledge and experience in financial and business matters as to be capable of independently evaluating the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, and is able to bear the risks attendant to the transactions contemplated hereby. Such Seller is dealing with Buyer on a professional arm’s length basis and neither Buyer nor any of its affiliates is acting as fiduciary or advisor to such Seller with respect to this Agreement or the transactions contemplated hereby.