Independent Investigation; No Reliance Sample Clauses

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. 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 and the Majority Stockholder expressly set forth in Articles III and IV, respectively, of this Agreement), and each Parent Party acknowledges and agrees, to the fullest extent permitted by Law, that: (a) neither the Company nor any of its 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 Company, in each case in expectation or furtherance of the transactions contemplated by this Agreement; and (b) neither the Company nor any of its 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, 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), ...

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. 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. 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. Each of the GPM Parties and each Purchaser acknowledges that in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely on its own independent investigation of the Business, the Contributed Interests, the Acquired Assets and the Purchased Units, as applicable, and upon the express written representations, warranties and covenants in this Agreement. Without diminishing the scope of the express written representations, warranties and covenants of the Parties and without affecting or impairing its right to rely thereon, (A) EACH PURCHASER ACKNOWLEDGES THAT NEITHER GPM NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE CONTAINED IN ARTICLE III AND (B) GPM ACKNOWLEDGES THAT NEITHER PURCHASERS NOR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE ANY REPRESENTATION OR WARRANTY OTHER THAN THOSE CONTAINED IN ARTICLE IV. EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, NO PARTY NOR ANY OTHER PERSON MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PARTY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND EACH PARTY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER MADE BY SUCH PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING WITH RESPECT TO THE DISTRIBUTION OF, OR ANY PERSON’S RELIANCE ON, ANY INFORMATION, DISCLOSURE OR OTHER DOCUMENT OR OTHER MATERIAL MADE AVAILABLE TO ANY PARTY IN ANY DATA ROOM, ELECTRONIC DATA ROOM, MANAGEMENT PRESENTATION OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT). EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, EACH PARTY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, PROJECTION, FORECAST, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO ANY OTHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (INCLUDING OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO ANY PARTY OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR REPRESENTATIVE OF SUCH PARTY OR ANY OF ITS AFFILIATES).

Independent Investigation; No Reliance. Parent, Merger Sub I and Merger Sub II 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 Xxxxxx, Merger Sub I and Merger Sub II and their respective Affiliates and, to the extent deemed appropriate by them, by Representatives of Parent, Merger Sub I and Merger Sub II. In entering into this Agreement, each of Parent, Merger Sub I and Merger Sub II acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and the representations and warranties of the Group Companies expressly set forth in this Agreement and the Company and the Equity Holders expressly set forth in any Ancillary Agreement to which it is a party.

Independent Investigation; No Reliance. Buyer has, independently and without reliance on Sellers, 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. Buyer 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. Buyer 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. Buyer is dealing with Sellers on a professional arm’s length basis and neither Sellers nor any of its affiliates is acting as fiduciary or advisor to the Buyer with respect to this Agreement or the transactions contemplated hereby.