Independent Investigation; Non-Reliance. Each Seller acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each Seller has relied solely upon its own investigation, including a review of the publicly available information on Parent, and the express representations and warranties of Buyer and Parent set forth in Article IV (including the related portions of the Disclosure Schedules); and (b) none of Buyer, Parent or any other Person has made any representation or warranty as to Buyer, Parent or this Agreement, except as expressly set forth in Article IV (including the related portions of the Disclosure Schedules).
Independent Investigation; Non-Reliance. Such Unitholder understands the risks of a purchase of equity interests in the Company. Such Unitholder was offered the Units through private negotiations, not through any general solicitation or general advertising. In considering its participation, such Unitholder has conducted its own investigations and assessment, under the advice of its own counsel, and has not relied upon any representations (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine, website or similar media or broadcast over television or radio, and any seminars or meetings whose attendees have been invited by any general solicitation or advertising) made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any partner, member, manager, director, officer, employee or agent of the Company, other than as set forth in this Agreement.
Independent Investigation; Non-Reliance. Buyer has conducted its own independent investigation, review and analysis of the Product Portfolio and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller and its Subsidiaries for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller and its Subsidiaries set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); (b) neither Seller nor any other Person has made any representation or warranty with respect to Seller, its Subsidiaries, the Product Portfolio, the Purchased Assets, the Assumed Liabilities or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules); and (c) except for the specific representations and warranties expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules), Buyer specifically disclaims that it is relying upon or has relied upon any other representations or warranties that may have been made by Seller or any other Person, and acknowledges and agrees that Seller has specifically disclaimed and does hereby disclaim any other representation or warranty made by Seller or any other Person.
Independent Investigation; Non-Reliance. Buyer represents that no representations or warranties have been made to Seller other than the representations and warranties contained in this Agreement and that, in entering into the transactions contemplated by this Agreement, Buyer is not relying upon any information other than that contained in this Agreement and the results of its own independent investigation.
Independent Investigation; Non-Reliance. (a) Buyer acknowledges that it and its Representatives have been permitted access to those books and records, facilities, equipment, tax returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its Subsidiaries, which the Company posted in the virtual dataroom or otherwise provided to Buyer or any of its Representatives, and that it and its Representatives have had the opportunity to meet with Company and its Subsidiaries personnel to discuss the business of the Company and its Subsidiaries.
Independent Investigation; Non-Reliance. (a) Parent and Merger Sub acknowledge and agree that (i) they are exclusively relying on the representations of the Company set forth in Section 2 and in the Company Closing Certificate, (ii) they have conducted their own examination and investigation of the Company and (iii) that they are not relying on any other statements or documents.
Independent Investigation; Non-Reliance. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and the PCs, and Buyer acknowledges and agrees that (a) in making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of the applicable Parties set forth in Article 3, Article 4, and Article 5 hereof and in the Transaction Documents, (b) none of the Sellers, any other Person on behalf of the Sellers or the Company or the PCs has made any representation or warranty, expressed or implied, as to the Company and the PCs or Sellers, or the accuracy or completeness of any information regarding the Company and the PCs or Sellers furnished or made available to Buyer and its Representatives, or any other matter related to the transactions contemplated herein, except as expressly set forth in Article 3, Article 4 and Article 5 hereof and in the Transaction Documents, (c) Buyer has not relied upon the accuracy or completeness of any express or implied representation, warranty, statement or information of any nature made or provided by or on behalf of Sellers, the Seller Representative or any of the Company and the PCs, any of their respective Affiliates, or any of their respective Representatives, except for the representations and warranties expressly set forth in Article 3, Article 4, and Article 5 hereof and in the Transaction Documents, and (d) except in case of Fraud by the Company, Blocker, or a Seller arising from breaches of representations or warranties in Article 3, Article 4, and Article 5 hereof and in the Transaction Documents, neither Sellers nor the Seller Representative will have any liability to Buyer or any of its Representatives or Affiliates (including, following the Closing, the Company) or any of their respective Representatives with respect to any representation, warranty, statement or information of any nature made or provided by or on behalf of any of the Company or the PCs, Sellers, the Seller Representative, any of their respective Affiliates and any of their respective Representatives that is not set forth in this Agreement or the Transaction Documents; provided that the waiver set forth in this clause (d) shall not apply to breaches of covenants (including indemnities) by such Parties hereunder or thereunder.
Independent Investigation; Non-Reliance. In entering into this Agreement, Parent and Merger Sub acknowledge that they have relied solely upon their own independent investigation, review and analysis and not on any factual representations or warranties or opinions of Company or its representatives (except for the representations and warranties contained in Section 2). Except for the representations and warranties contained in Section 2, Parent and Merger Sub acknowledge and agree that none of the Company or the Company Subsidiaries or their respective Affiliates or Representatives nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Company, the Company Subsidiaries, the Merger or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement or with respect to any projections, estimates and budgets for Company. Parent and Merger Sub acknowledge that there are assumptions inherent in making any such projections, estimates and budgets, Parent and Merger Sub are familiar with such uncertainties and that Parent and Merger Sub are responsible for making their own evaluation of such projections, estimates and budgets and shall have no claim against the Company Securityholders with respect thereto.
Independent Investigation; Non-Reliance. Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company, which investigation was conducted by Buyer and its Affiliates and representatives. In entering into this Agreement, Buyer acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Company or its representatives (except for the representations and warranties contained in ARTICLE V). Except for the representations and warranties contained in ARTICLE V, Buyer acknowledges and agree that none of the Company or their respective Affiliates or representatives nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Company, the transactions contemplated by this Agreement or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, enforceability or non-infringement or with respect to any projections, estimates and budgets for Company. None of the provisions of this Section 8.2(c)(ix) shall be construed as to limit a Buyer Indemnified Party’s ability to establish Fraud or recover Fraud Losses.
Independent Investigation; Non-Reliance. Each of Parent and Acquisition Co. has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of SuckerPunch, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of SuckerPunch for such purpose. Each of Parent and Acquisition Co. acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, each of Parent and Acquisition Co. has relied solely upon its own investigation and the express representations and warranties of SuckerPunch and the SuckerPunch Shareholder set forth in Article 5 of this Agreement (including the related portions of the Schedules), and neither Parent nor Acquisition Co. is relying (for purposes of entering into this Agreement or otherwise) upon the accuracy or completeness of any other information or any advice, counsel, documents, or representations, warranties or inducements (whether written or oral) of SuckerPunch or the SuckerPunch Shareholder, or any of their respective Affiliates, agents, advisors, or other representatives, other than the express representations and warranties of SuckerPunch and the SuckerPunch Shareholder set forth in Article 5 hereof; and (b) none of SuckerPunch, the SuckerPunch Shareholder or any other Person has made any representation or warranty as to SuckerPunch, the SuckerPunch Shareholder or this Agreement, except as expressly set forth in Article 5 of this Agreement (including the related portions of the Schedules).
