Independent Investigations. Notwithstanding anything contained in this Agreement to the contrary, each of Buyer, Merger Sub and the SPAC acknowledges and agrees that none of the Acquired Companies, any Seller, or any other Person (including any Non-Party) is making, has made, or will be deemed to make or have made, any representations or warranties whatsoever relating to the Acquired Companies, the Business or the transactions contemplated by this Agreement, whether express or implied, at law or in equity, beyond the Sellers’ and each Acquired Company’s Contractual Representations. In furtherance, not limitation, of the foregoing, Buyer, Merger Sub and the SPAC (on behalf of itself and any Non-Party or other Person claiming by, through, or on behalf of Buyer, Merger Sub or the SPAC) hereby:
(a) disclaims the existence of, and Buyer’s, Merger Sub’s and the SPAC’s (or such Non-Party or other Person’s) reliance on, any other representations or warranties (including any Sellers’ and the Acquired Companies’ Extra Contractual Representations but excluding Sellers’ and the Acquired Companies’ Contractual Representations), whether alleged to have been made by any Acquired Company, a Seller, or any of their respective Non-Parties,
(b) acknowledges and agrees that:
(i) no Non-Party (or other Party hereto as to a given Party hereto) has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided;
(ii) none of the Acquired Companies, any Seller, or any of their respective Non-Parties nor any other Person is making, has made, or will be deemed to make or have made, any representation or warranty, express or implied, other than the Sellers’ and the Company’s Contractual Representations set forth herein;
(iii) none of the Acquired Companies, any Seller, or any of their respective Non-Parties or any other Person will have any liability whatsoever to Buyer, Merger Sub, the SPAC, or any other Person resulting from the distribution to Buyer, the SPAC or their respective Representatives, or Buyer’s, Merger Sub’s or the SPAC’s use of, any materials constituting Sellers’ and the Company’s Extra Contractual Representations or otherwise relating to the Acquired Companies, the Business, any Seller, or the transactions contemplated by this Agreement, except with respect to any specific applicable Buyer’s, Merger Sub’s and the SPAC’s Contractual Representations;
(iv) each of Buyer, Merg...
Independent Investigations. Licensee acknowledges that it has -------------------------- conducted an independent investigation of the business licensed hereunder, and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent upon the ability of Licensee as an independent person or entity. Muzak expressly disclaims the making of, and Licensee acknowledges that it has not received, any warranty or guarantee, express or implied, as to the potential volume, profits, or success of the business venture contemplated by this Agreement.
Independent Investigations. Marpai Sellers have such knowledge and experience in financial and business matters, and are capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and have evaluated such documents and information as they have deemed necessary in connection with the execution, delivery and performance of this Agreement. In formulating a decision to enter into this Agreement, the Marpai Sellers have relied solely upon (a) the provisions of this Agreement, (b) an independent investigation of the Company and Buyer, and (c) consultations with their legal and financial advisors with respect to this Agreement and the nature of their investment. Except for the specific representations and warranties made Company Seller in Article 4 of this Agreement, (i) Marpai and the Marpai Sellers acknowledge and agree that (A) none of Company Seller, the Company or any of their Affiliates or Representatives is making or has made any representation or warranty, express or implied, at Law or in equity, in respect of the Company, (ii) Marpai and the Marpai Sellers specifically disclaim that they is relying upon or have relied upon any other statements, representations or warranties that may have been made by any Person, and (iii) Marpai and Marpai Sellers are consummating the transactions contemplated by this Agreement subject only to the specific representations and warranties set forth in Article 4 of this Agreement. Marpai and Marpai Sellers acknowledge and agree that this provision, together with Section 13.14, are intended to constitute an effective non-reliance provision and each of Company Seller and the Company is relying on the effectiveness of such provision in entering into this Agreement.
Independent Investigations. Each Lender acknowledges that it has taken and will take such independent action and make such investigations as it deems necessary to inform itself as to the financial condition and affairs of Borrower and, based upon such independent action and investigation,-it has determined to enter into this Agreement.
Independent Investigations. The Company acknowledges (for itself and on behalf of its Affiliates and the Representatives of any of the foregoing) that, except for the representations and warranties expressly set forth in Article III, (a) none of the Parent Parties nor any of their Affiliates (Person or any of its Affiliates) makes, or has made, any representation or warranty, either express or implied, relating to any Parent Party or any of their businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and neither the Company nor any of its Affiliates or Representatives is relying on any representation or warranty except for those expressly set forth in Article III, (b) no Person has been authorized by any Parent Party or any of their Affiliates to make any representation or warranty relating to any Parent Party or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Company or any of the Affiliates or the Representatives of any of the foregoing as having been authorized by any Parent Party or any of its Affiliates (or any other Person on behalf of any Parent Party), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of the Affiliates or the Representatives of any of the foregoing are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article III; provided, however, none of the representations or warranties set forth in this Section 2.31 shall apply to, or otherwise operate to limit the liability of any Parent Party or any other Person in respect of any claim or cause of action based on or arising out of fraud.
Independent Investigations. Each of Parent, Sorrento and Merger Sub acknowledges (for itself and on behalf of its Affiliates and the Representatives of any of the foregoing) that, except for the representations and warranties expressly set forth in Article II, (a) neither the Company nor any of its Affiliates (Person or any of its Affiliates) makes, or has made, any representation or warranty, either express or implied, relating to the Company or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and none of Parent, Sorrento or Merger Sub nor any of the Affiliates or the Representatives of the foregoing is relying on any representation or warranty except for those expressly set forth in Article II, (b) no Person has been authorized by the Company or any of its Affiliates to make any representation or warranty relating to the Company or any of its businesses or operations or otherwise in connection with this Agreement or the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by Parent, Sorrento or Merger Sub or any of the Affiliates or the Representatives of any of the foregoing as having been authorized by the Company or any of its Affiliates (or any other Person on behalf of the Company or Affiliates), and (c) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Sorrento or Merger Sub or any of the Affiliates or the Representatives of any of the foregoing, including any materials or information made available in the electronic data room hosted transactions contemplated hereby or in connection with presentations by the Company’s management, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article II; provided, however, none of the representations or warranties set forth in this Section 3.6 shall apply to, or otherwise operate to limit the liability of the Company or any other Person in respect of any claim or cause of action based on or arising out of fraud.
Independent Investigations. In entering into this Agreement, Buyer and SHLX has each relied solely on the express warranties, representations, covenants, and agreements of Seller in this Agreement, its independent investigation of, and judgment with respect to, the Shares and the assets and activities of Explorer and the advice of its own Representatives (excluding Seller and any Seller Parties).
Independent Investigations. Each Financier acknowledges that:
(a) it has not relied on any statement, opinion, forecast or other representation made by the Facility Agent or the Security Trustee (or both of them) to induce it to enter into any Finance Document or agree to participate in the Facilities; and
(b) it has made and (without reliance on the Facility Agent or the Security Trustee and based on such documents as it considers appropriate) it will continue to make:
(i) its own appraisal of the affairs and financial condition of each Obligor, the legality and validity of the Finance Documents and any other matters relevant to the Finance Documents; and
(ii) its own decisions as to whether or not to take action under any Finance Document.
Independent Investigations. Each Party has made such investigation of the facts pertaining to this settlement and this Settlement Agreement and of all matters pertaining thereto as it deems necessary.
Independent Investigations. Except for the representations and warranties contained in Article 5 or in any Transaction Document, Seller acknowledges and agrees, on its own behalf and on behalf of the other Seller Parties, that (a) in entering into this Agreement and the other Transaction Documents, it and they have relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Buyer, Xxxxx’s Affiliates or their representatives and (b) none of Buyer, any Other Buyer, or any Subsidiaries or Affiliates of Buyer nor any other Person makes any other express, implied or statutory representation or warranty with respect to the Buyer, the Buyer’s business, the Equity Consideration or otherwise.
