Common use of Independent Investigation Clause in Contracts

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 7 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (ARC Group Worldwide, Inc.), Purchase and Assumption Agreement (Customers Bancorp, Inc.)

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Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, Assets and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Innovative Food Holdings Inc), Asset Purchase Agreement (Innovative Food Holdings Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Adams Michael F), Assignment and Assumption Agreement (AdvanSource Biomaterials Corp)

Independent Investigation. The Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased AssetsCompany, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller the Company and the Company for such purpose. The Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer has relied solely upon its own investigation and the express representations and warranties of Seller the Company set forth in Article IV ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor none of the Company, the Company or any other Person has made any representation or warranty as to Sellerthe Company, the Business, the Purchased Assets its Subsidiaries or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 2 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Target Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure SchedulesSchedule); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Target Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure SchedulesSchedule).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Micronet Enertec Technologies, Inc.), Asset Purchase Agreement (Micronet Enertec Technologies, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV Section 3 of this Agreement (including related portions of the Disclosure relevant Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV Section 3 of this Agreement (including the related portions of the Disclosure relevant Schedules).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Calibrus, Inc.), Asset Purchase Agreement (Calibrus, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Transferred 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 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 set forth in Article IV 3 of this Agreement (including related portions of the Seller SEC Documents and the Seller Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Transferred Assets or this Agreement, except as expressly set forth in Article IV 3 of this Agreement (including the related portions of Seller SEC Documents and the Seller Disclosure Schedules).

Appears in 2 contracts

Samples: Patent Assignment Agreement (RXi Pharmaceuticals Corp), Asset Purchase Agreement (Opko Health, Inc.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business 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 for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Scientific Industries Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation representation, warranty or warranty covenant as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person person has made any representation or warranty as to Seller, the BusinessProduct Lines, the Purchased Assets or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edison Nation, Inc.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business and the Purchased Company 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 Company and Shareholder for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller Company set forth in Article IV 3 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Company nor Shareholder nor any other Person has made any representation or warranty as to SellerCompany, the Business, the Purchased Company Assets or this Agreement, except as expressly set forth in Article IV 3 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Interpace Biosciences, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 for such purpose. Buyer acknowledges and agrees that: 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); , and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Furmanite Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the ICAS Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV V of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the ICA Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV V of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Gelstat Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 Sellers 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 Sellers set forth in Article ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Sellers nor any other Person has made any representation or warranty as to SellerSellers, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Ladenburg Thalmann Financial Services Inc.)

Independent Investigation. Buyer has Parties have conducted its their own independent investigation, review and analysis of the Business Company and the Purchased Assetsits assets and properties, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller for such purpose. Buyer acknowledges Parties acknowledge and agrees agree that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has Parties have relied solely upon its their own investigation and the express representations and warranties of Seller set forth in Article IV ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the BusinessCompany, the Purchased Assets its assets and properties, or this Agreement, except as expressly set forth in Article IV ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Stock Purchase Agreement (Salona Global Medical Device Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV Section 5 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV Section 5 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Majesco)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Acquired 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 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 set forth in Article IV 3 of this Agreement (including as qualified by the related portions of the Disclosure Agreement Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Acquired Assets or this Agreement, except as expressly set forth in Article IV 3 of this Agreement (including the related portions of the Disclosure Agreement Schedules)) and the other Transaction Documents.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Loop Media, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and business, results of operations, prospects, condition (financial or otherwise) or assets of 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 for such purposeCompany. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules); and (b) neither Seller nor none of Seller, the Company or any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets Company or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person person or entity has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenrose Acquisition Corp.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business 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 Vendor for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyTransactions, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller Vendor set forth in Article IV 4 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Vendor nor any other Person has made any representation or warranty as to SellerVendor, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 4 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans World Entertainment Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation representation, warranty or warranty covenant as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).. ARTICLE VI

Appears in 1 contract

Samples: Asset Purchase Agreement

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, 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 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 Bxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Pressure Biosciences Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article 18ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article 18ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Higher One Holdings, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased AssetsCompany, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller and the Company 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Company and Seller set forth in Article IV III and Article IV, respectively, of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor none of Seller, the Company or any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets Company or this Agreement, except as expressly set forth in Article III and Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Stock Purchase Agreement (Body & Mind Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business and the Purchased Acquired 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 for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller Sellers set forth in Article IV ARTICLE 4 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Sellers nor any other Person has made any representation or warranty as to SellerSellers, the Business, the Purchased Acquired Assets or this Agreement, except as expressly set forth in Article IV ARTICLE 4 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Security Instruments Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Parent, Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (DropCar, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 the Companies 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 the Companies set forth in Article IV of this Agreement (including related portions of Schedules) and the Disclosure Schedules)Related Documents; and (b) neither Seller the Companies nor any other Person has made any representation or warranty as to Sellerthe Companies, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Unique Fabricating, Inc.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business 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 for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV 6 of this Agreement (including as qualified by the related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 6 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Streamline Health Solutions Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review review, and analysis of the Business Products 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 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the BusinessProducts, the Purchased Assets Assets, or this Agreement, except as expressly set forth in Article IV ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Acquisition Agreement (Codexis, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Revo Business 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Seller, nor any other Person has made any representation or warranty as to Seller, the Revo Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.)

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Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 Parent set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Seller, Parent nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Bassett Furniture Industries Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Spherix Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Seller and the Purchased Assets, 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 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 set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules); Schedule) and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, Seller or the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure SchedulesSchedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Scotts Liquid Gold Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV 2 of this Agreement (including related portions of the Disclosure Schedulesattached schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 2 of this Agreement (including the related portions of the Disclosure Schedulesschedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcadia Biosciences, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Sellers, Stores, 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 Sellers 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller Sellers set forth in Article IV 2 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Sellers, Shareholders, nor any other Person has made any representation or warranty as to SellerSellers, the BusinessStores, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 2 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased AssetsCompanies, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller the Company 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 Bxxxx has relied solely upon its own investigation and the express representations and warranties of the Seller and Company set forth in Article IV of this Agreement (including related portions of the Seller Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Oncocyte Corp)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, Transferred 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 the Sellers 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 Xxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV II of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller the Sellers nor any other Person has made any representation or warranty as to Sellerthe Sellers, the BusinessTransferred Assets, the Purchased Assets Assumed Obligations or this Agreement, except as expressly set forth in Article IV II of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Avalo Therapeutics, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Option Agreement (VidAngel, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Purchased Assets and the Purchased AssetsReal Property, 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 for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated herebyContemplated Transactions, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the BusinessPurchased Assets, the Purchased Assets Assumed Liabilities, the Real Property or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Pipe Co)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Company’s business 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 the Company 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 the Company set forth in Article IV ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller the Company nor any other Person has made any representation or warranty as to Sellerthe Company, the BusinessCompany’s business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV ARTICLE III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Ideanomics, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 Sellers 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 Sellers set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Sellers nor any other Person has made any representation or warranty as to SellerSellers, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased AssetsCompany, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller and the Company 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 Bxxxx has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV ARTICLE III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor none of Seller, the Company or any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets Company or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Stock Purchase Agreement (Crypto Co)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Sellers, Stores, 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 Sellers 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 Bxxxx has relied solely upon its own investigation and the express representations and warranties of Seller Sellers set forth in Article IV 2 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller Sellers, Majority Equityholders, nor any other Person has made any representation or warranty as to SellerSellers, the BusinessStores, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 2 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, SEC Reports, and other documents and data of Seller 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 set forth in Article ARTICLE IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article ARTICLE IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Agreement (Aetrium Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Product Line 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 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 set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the BusinessProduct Line, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Widepoint Corp)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business 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 for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Employment Agreement (TPT Global Tech, Inc.)

Independent Investigation. Buyer Purchaser has conducted its own independent investigation, review and analysis of the Business and the Purchased Business 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 for such purpose. Buyer Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Article IV II of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Business Assets or this Agreement, except as expressly set forth in Article IV II of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business Assets and the Purchased Assetsbusiness related thereto, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller 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 set forth in Article IV 3 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor any other Person has made any representation or warranty as to Seller, the BusinessSeller’s business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV 3 of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Monitronics International Inc)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business and the Purchased AssetsCoins, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, records and other documents and data of Seller Contributor 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 Bxxxx has relied solely upon its own investigation and the express representations and warranties of Seller the Contributor Parties set forth in Article IV III of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller the Contributor Parties nor any other Person has made any representation or warranty as to Seller, the BusinessContributor Parties, the Purchased Assets Coins or this Agreement, except as expressly set forth in Article IV III of this Agreement (including the related portions of the Disclosure Schedules).

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Bitwise Bitcoin ETF)

Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business 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 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 the Seller Parties set forth in Article IV Sections 5 and 6 of this Agreement (including related portions of the Seller Disclosure Schedules); and (b) neither Seller Party nor any other Person has made any representation or warranty as to Seller, the Business, the Purchased Assets or this Agreement, except as expressly set forth in Article IV Sections 5 and 6 of this Agreement (including the related portions of the Seller Disclosure Schedules).

Appears in 1 contract

Samples: Asset Purchase Agreement (Cafepress Inc.)

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