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

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. The Purchaser has conducted its own independent investigation, review and analysis of the business, Business and the operations, assets (including Contracts)assets, liabilitiesLiabilities, results of operations, financial condition, software, technology and prospects of the CompanyBusiness, which investigation, review and analysis was undertaken 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 AgreementAgreement and the Ancillary Agreements, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinion opinions of the Seller or its representatives (except the specific representations and warranties of the Seller set forth in Article III and in the Ancillary Agreementsschedules thereto). The Purchaser hereby agrees and acknowledges on behalf of itself and its Affiliates that other than the representations and warranties made in Article III and in the Ancillary AgreementsIII, 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 QuotasPurchased Assets or the Business.