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.
Appears in 2 contracts
Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.), Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)
Independent Investigations. Marpai Sellers have Buyer has such knowledge and experience in financial and business matters, and are is capable of evaluating the merits and risks of the transactions contemplated by this Agreement, and have has evaluated such documents and information as they have it has 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 Buyer has relied solely upon (a) the provisions of this Agreement, (b) an independent investigation of the Company and BuyerMarpai, and (c) consultations with their its legal and financial advisors with respect to this Agreement and the nature of their its investment. Except for the specific representations and warranties made by the Company and Company Seller in Article 4 and by Marpai in Article 5 of this Agreement, (i) Marpai Buyer acknowledges and the Marpai Sellers acknowledge and agree agrees that (A) none of Company Seller, the Company Company, the Marpai Sellers or Marpai, or any of their respective 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 Buyer specifically disclaim disclaims that they it is relying upon or have has relied upon any other statements, representations or warranties that may have been made by any Person, and (iii) Marpai and Marpai Sellers are consummating Buyer is acquiring the transactions contemplated by this Agreement Seller Securities subject only to the specific representations and warranties set forth in Article 4 Articles 4, 5 and 6 of this Agreement. Marpai Buyer acknowledges and Marpai Sellers acknowledge and agree agrees 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.
Appears in 2 contracts
Samples: Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.), Equity Interest Purchase and Reorganization Agreement (Marpai, Inc.)