Common use of Independent Investigation; Seller’s Representations Clause in Contracts

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).

Appears in 2 contracts

Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Trinseo S.A.)

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Independent Investigation; Seller’s Representations. (a) The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, Liabilitiesliabilities, 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 Companies 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, Seller or its Affiliates or their respective officers, directors, employees or representatives (except the specific representations and warranties of the Seller set forth in Article IIIIII and the schedules thereto).

Appears in 1 contract

Samples: Stock Purchase Agreement (Lincoln National Corp)

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 Business, which investigation, review and analysis was done performed by the Purchaser and its Affiliates and representativesRepresentatives. The Purchaser acknowledges that it and its representatives Representatives have been provided adequate access to the personnel, properties, premises facilities and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned its own investigation, review and analysis and and, except as otherwise provided in this Agreement, not on any factual statements, representations or opinions of the Seller or any of the Seller, its Affiliates or their respective officers, directors, employees or representatives Representatives (except the specific representations and warranties of the Seller set forth in Article IIIIII or any other Transaction Document).

Appears in 1 contract

Samples: Sale, Purchase and Contribution Agreement (Albemarle Corp)

Independent Investigation; Seller’s Representations. (a) The Purchaser Buyer has conducted to its satisfaction its own independent investigation, review and analysis of the business, operations, assets, Liabilitiesliabilities, results of operations, financial condition, software, technology and prospects of the BusinessCompany, which investigation, review and analysis was done performed by the Purchaser Buyer and its Affiliates and representatives. The Purchaser Buyer acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises facilities and records of the Business Company for such purpose. In entering into this Agreement, the Purchaser Buyer acknowledges that it has relied solely upon the aforementioned its investigation, review and analysis and and, except as otherwise provided in this Agreement, not on any factual statements, representations or opinions of Seller or any of the Seller, its Affiliates or their respective officers, directors, employees or representatives (except the specific representations and warranties of Seller and the Seller Company set forth in Article IIIIV).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Precigen, Inc.)

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Independent Investigation; Seller’s Representations. (a) 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 Business, which investigation, review and analysis was done performed by the Purchaser and its Affiliates and representativesRepresentatives. The Purchaser acknowledges that it and its representatives Representatives have been provided adequate access to the personnel, properties, premises facilities and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned its own investigation, review and analysis and and, except as otherwise provided in this Agreement, not on any factual statements, representations or opinions of the Seller or any of the Seller, its Affiliates or their respective officers, directors, employees or representatives Representatives (except the specific representations and warranties of the Seller set forth in Article IIIIII or any other Transaction Document).

Appears in 1 contract

Samples: Sale, Purchase and Contribution Agreement (W R Grace & Co)

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