Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser experienced in the evaluation and purchase of assets such as the Business. 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, subject to the express terms hereof, to accept the Purchased Assets and assume the Assumed Liabilities 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, except as expressly set forth in this Agreement, Buyer acknowledges that Seller makes no representation or warranty with respect to 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 the Business or Purchased Assets or the future business and operations thereof or any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business or the Purchased Assets or the businesses or operations thereof.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the BusinessPurchased Assets 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, subject acknowledges that Sellers have given Buyer complete and open access to the express terms hereofkey employees, documents and facilities of the Business. Buyer acknowledges and agrees that the Purchased Assets are sold "as is" and Buyer agrees to accept the Purchased Assets and assume the Assumed Liabilities Business in the condition they are in on the Closing Date based upon on its own inspection, examination and determination with respect thereto as to all matters matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to SellerSellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer acknowledges that Seller makes Sellers make 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 the Business or Purchased Assets or the future business and operations thereof of the Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business or the Purchased Assets or the businesses or operations thereofBusiness, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the BusinessPurchased Assets 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, subject will undertake prior to the express terms hereof, Closing such further investigation and request such additional documents and information as it deems necessary. Buyer agrees to accept the Purchased Assets and assume the Assumed Liabilities in the condition they are in on the Closing Date based upon on 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 the representations and warranties of Seller and Parent set forth in this AgreementAgreement and the other Transaction Agreements. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer acknowledges that Seller makes no representation or warranty with respect to (a) 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 the Business or Purchased Assets or the future business and operations thereof of the Business or (b) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business or the Purchased Assets or the businesses or operations thereofBusiness, except as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of assets companies such as the BusinessCompany and the entry into transactions such as the Contemplated Transactions. 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 agreeswill undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Buyer acknowledges that in accepting and purchasing the Shares, subject to the express terms hereof, to accept Company and the Purchased Assets and assume the Assumed Liabilities 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 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, except as expressly set forth in this Agreement, 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 the Business or Purchased Assets Company or the future business and operations thereof of the Company delivered to or any other information or documents made available to Buyer or its counsel, actuaries, accountants or advisors prior to the date hereof or (ii) any other information or documents delivered to Buyer prior to the date hereof with respect to the Business Company or the Purchased Assets or the businesses or operations thereofBusiness, except in each case as expressly set forth in this Agreement.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser experienced in the evaluation and purchase of assets such as the Business. Buyer Purchaser 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 AgreementAgreement and the Purchaser Ancillary Documents; provided, however, that such inquiry and investigation shall not limit or vitiate any rights which Purchaser may have under this Agreement or any other Transaction Document. Buyer agrees, subject to the express terms hereof, Purchaser agrees to accept the Purchased Assets and assume the Assumed Liabilities Business in the condition they are it is in on the Closing Date based upon its own inspection, examination and determination with respect thereto as to all matters 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 AgreementAgreement or any other Transaction Document. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer Purchaser acknowledges that Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or Purchased Assets or the future business and operations thereof of the Business or (ii) any other information or documents made available to Buyer Purchaser or its counsel, accountants or advisors with respect to the Business Business, except as expressly set forth in this Agreement or the Purchased Assets or the businesses or operations thereofany other Transaction Document.

Inspections; No Other Representations. Buyer Purchaser is an informed and sophisticated purchaser purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of properties and assets such as the BusinessPurchased Assets and assumption of liabilities such as the Assumed Liabilities as contemplated hereunder. Buyer Purchaser 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, subject Purchaser acknowledges that Sellers have given Purchaser reasonable and open access to the express terms hereofkey employees, documents and facilities of the Business. Purchaser acknowledges and agrees that the Purchased Assets are being sold on an “as is, where is” basis and Purchaser agrees to accept the Purchased Assets and assume the Assumed Liabilities in the condition they are in on the Closing Date based upon on 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 SellerSellers, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, Buyer Purchaser acknowledges that Seller makes Sellers have made no representation or warranty with respect to any projections, estimates or budgets delivered to or made available to Buyer Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Business or Purchased Assets or the future business and operations thereof or any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Business or the Purchased Assets or the businesses prospects or operations thereofof the Business.