Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer agrees to accept the Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet or the future business and operations of SoftNet or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet and its subsidiaries or their respective businesses or operations, except as expressly set forth in this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cyber Net Technol0gies LTD), Stock Purchase Agreement (Madison Investors Corp), Stock Purchase Agreement (Independence Holding Co)

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Inspections; No Other Representations. Buyer Each Purchaser is an informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed deems necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer Each Purchaser agrees to accept the Preferred Shares, Warrants and Commitment Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellerthe Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer each Purchaser acknowledges that Seller the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer any Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company and its Subsidiaries or the future business and operations of SoftNet or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet the Company and its subsidiaries or their respective businesses or operations, the Subsidiaries except as expressly set forth in this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Itc Deltacom Inc), Purchase Agreement (Itc Deltacom Inc)

Inspections; No Other Representations. Buyer The Purchaser is an informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed deems necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer The Purchaser agrees to accept the Preferred Shares, Warrants and Commitment Shares based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellerthe Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer the Purchaser acknowledges that Seller the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company and its Subsidiaries or the future business and operations of SoftNet or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet the Company and its subsidiaries or their respective businesses or operations, the Subsidiaries except as expressly set forth in this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Itc Deltacom Inc), Purchase Agreement (Itc Deltacom Inc)

Inspections; No Other Representations. Buyer The Purchaser is an informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed deems necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer The Purchaser agrees to accept the Preferred Shares and Warrants based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellerthe Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer the Purchaser acknowledges that Seller the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company and its Subsidiaries or the future business and operations of SoftNet or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet the Company and its subsidiaries or their respective businesses or operations, the Subsidiaries except as expressly set forth in this Agreement.

Appears in 2 contracts

Samples: Investment Agreement (Itc Deltacom Inc), Investment Agreement (Itc Deltacom Inc)

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Company and the entry into transactions such as the Transactions, all as contemplated hereunder. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer agrees will undertake prior to accept Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges that in accepting and purchasing the Shares based upon its own inspectionShares, examination the Company, the Business and determination with respect thereto as to all matters, and without reliance the Funds Business has not relied upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to SellerSeller or its Affiliates, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company or the future business and operations of SoftNet the Company or (ii) any other information or documents made available to Buyer or its counsel, actuaries, accountants or advisors with respect to SoftNet and its subsidiaries the Company or their respective businesses or operationsthe Business, except in each case as expressly set forth in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allmerica Financial Corp)

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Inspections; No Other Representations. Buyer The Purchaser is an ------------------------------------- informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed deems necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer The Purchaser agrees to accept the Preferred Shares and Warrants based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Sellerthe Company, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer the Purchaser acknowledges that Seller the Company makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company and its Subsidiaries or the future business and operations of SoftNet or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet the Company and its subsidiaries or their respective businesses or operations, the Subsidiaries except as expressly set forth in this Agreement.

Appears in 1 contract

Samples: Investment Agreement (Itc Holding Co Inc)

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Buyer agrees to accept the Shares Company Entities in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer of future assets under management, future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of SoftNet the Company Entities or the future business and operations of SoftNet the Company Entities or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to SoftNet and its subsidiaries any Company Entity or their respective businesses or operations, except as expressly set forth in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marsh & McLennan Companies, Inc.)

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