Independent Investigation; Seller’s Representations. The Purchaser and Purchaser Shareholder 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 Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their representatives (except the specific representations and warranties set forth in Article III and the schedules thereto). The Purchaser and Purchaser Shareholder hereby acknowledge and agree that (a) other than the representations and warranties made in Article III, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or material made available to the Purchaser or Purchaser Shareholder, whether orally or in writing, in responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated...
Independent Investigation; Seller’s Representations. Each of Buyer and Advance America has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business, which investigation, review and analysis was done by Buyer, its Affiliates and their representatives. In entering into this Agreement, each of Buyer and Advance America acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parties or its representatives (except the specific representations and warranties of the Seller Parties set forth in Article III and the Disclosure Schedules thereto). Each of Buyer and Advance America hereby acknowledges and agrees that (a) none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Sellers, the Business or the Purchased Assets as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Buyer or its Affiliates after the Closing, (iii) the probable success or profitability of the Business after the Closing; or (iv) any changes in, or interpretation of, Laws after the Closing affecting the Business, and (b) other than the indemnification obligations of the Seller Parties set forth in Article VIII, none of the Seller Parties, its Affiliates, or any of their respective officers, directors, employees or Representatives will have or be subject to any Liability or indemnification obligation to the Buyer or Advance America or to any other Person resulting from (i) through (iv) above, the distribution to the Buyer, Advance America, its Affiliates or Representatives of, or the Buyer’s or Advance America’s use of, any information relating to the Business and any information, documents or material made available to the Buyer or Advance America, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Buyer or Advance America or in any other form in expectation of the transactions contemplated by this Agreement.
Independent Investigation; Seller’s Representations. (a) The Purchaser 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 Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of any of the Seller, its Affiliates or their respective officers, directors, employees or representatives (except the specific representations and warranties of the Seller set forth in Article III).
Independent Investigation; Seller’s Representations. The Purchaser 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 Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and Representatives. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller, its Affiliates, or their respective Representatives (except the specific representations and warranties of the Seller set forth in Section 2 as qualified by the Disclosure Letter). The Purchaser hereby agrees and acknowledges that: other than the representations and warranties made in Section 2 (as qualified by the Disclosure Letter), none of the Seller, the Seller’s Affiliates or any of their respective Representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Transferred Assets, the Assumed Liabilities or the Business including as to: (i) merchantability or fitness for any particular use or purpose; (ii) the operation of the Business by the Purchaser or any Affiliate of the Purchaser; or (iii) the probable success or profitability of the Business after the Closing.
Independent Investigation; Seller’s Representations. The Purchaser 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 Business, including, without limitation, the Purchased Assets and the Assumed Liabilities, which investigation, review and analysis were done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Sellers or their Affiliates or their representatives (except the specific representations and warranties of the Sellers set forth in Article III). The Purchaser hereby agrees and acknowledges that, other than the representations and warranties made in Article III, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to Newco or the Purchased Assets or the Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Sellers or (iii) the probable success or profitability of the Business after the Closing. The Purchaser acknowledges that the representations and warranties set forth in this Agreement are made solely for purposes of disclosure and establishing conditions to the Closing and shall not survive the Closing. None of the Sellers, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s use of, any information relating to the Business, including any information distributed to selected parties by MBLY and any information, documents or material made available to the Purchaser, whether orally or in writing, in certain “data rooms”, management presentations, functional “break-out” discussions, responses to q...
Independent Investigation; Seller’s Representations. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets (including Contracts), liabilities, results of operations, financial condition, technology and prospects of the Company, which investigation, review and analysis was undertaken by the Purchaser and its Affiliates and representatives. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinion of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article III and in the Ancillary Agreements). The Purchaser hereby agrees and acknowledges that other than the representations and warranties made in Article III and in the Ancillary Agreements, none of the Seller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Quotas.
Independent Investigation; Seller’s Representations. In entering into this Agreement, each Buyer acknowledges that it has not relied upon any factual representations, opinions, projections or forecasts of the Sellers or their representatives (except the specific representations and warranties of the Sellers set forth in Article II and the schedules thereto). Each Buyer hereby acknowledges and agrees that, other than the representations and warranties made in Article II, none of the Sellers, their Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Business, the Business Subsidiaries, the Stock or the Acquired Assets.
Independent Investigation; Seller’s Representations. (a) The Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries, which investigation, review and analysis was performed by the Buyer, its Affiliates and their respective Representatives
Independent Investigation; Seller’s Representations. (a) The Purchaser has conducted to its satisfaction 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 Group, which investigation, review, and analysis was performed by the Purchaser and its Representatives. The Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, facilities, and records of the Company Group for such purpose. In entering into this Agreement and proceeding with the transactions contemplated by this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review, and analysis and has not relied on or been induced by any statements, representations, or opinions of the Seller or any of its Representatives (except the specific representations and warranties of the Seller set forth in Article III (and in the Seller Disclosure Schedules)).
Independent Investigation; Seller’s Representations. 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 Business, which investigation, review and analysis was done by Buyer and its Affiliates and representatives. Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. 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 Seller or its representatives (except the specific representations and warranties of Seller set forth in ARTICLE 4 and the Disclosure Schedules). Buyer hereby agrees and acknowledges that other than the representations and warranties made in ARTICLE 4 and the Disclosure Schedules, none of Seller, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Acquired Assets or the Business including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by Buyer after the Closing in any manner other than as used and operated by Seller or (iii) the probable success or profitability of the Business after the Closing.
