Common use of Inspections; No Other Representations Clause in Contracts

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and, to Buyer’s Knowledge, 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 will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Sellers, except as expressly set forth in this Agreement, Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters. Without limiting the generality of the foregoing, Buyer acknowledges that the 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 Purchased Business or the future business and operations of the Purchased Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Business, except as expressly set forth in this Agreement. Nothing in this ‎Section 4.10 shall be construed to mean that Buyer is not entitled to rely on Seller’s representations, warranties and covenants set forth in this Agreement (whether or not so captioned or denominated).

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets operations such as the Purchased Assets Business as contemplated hereunder. Buyer has undertaken such investigation and, to Buyer’s Knowledge, 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 acknowledges that SGI has provided to Buyer the key employees, documents and facilities of the Business. Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Without Buyer agrees, except as expressly set forth in this Agreement, to accept the Shares, the Alias Companies and the Purchased Assets 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 the SellersSeller Group, except as expressly set forth in this Agreement, Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters. Without limiting the generality of the foregoing, except as otherwise set forth herein, Buyer acknowledges that the Sellers make Seller Group makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available provided 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 Purchased Business or the future business and operations of the Purchased Business or (ii) any other information or documents made available provided to Buyer or its counsel, accountants or advisors with respect to the Purchased BusinessBusiness or their respective businesses or operations, except as expressly set forth in this Agreement. Nothing in ; provided that this ‎Section 4.10 Section 4.08 shall be construed not apply to mean that any claim of Buyer is not entitled to rely based on Seller’s representations, warranties and covenants set forth in this Agreement (whether fraud or not so captioned or denominated)intentional misrepresentation.

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets and the Shares as contemplated hereunder. Buyer has undertaken such investigation and, to Buyer’s Knowledge, 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 will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Sellers, except as expressly set forth in this Agreement, Buyer acknowledges and agrees that the Purchased Assets and the Shares are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect 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 and the other Transaction Documents or in any certificate delivered by Seller in accordance with the terms hereof or thereof. Without limiting the generality of the foregoing, Buyer acknowledges that the Sellers make Seller makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Buyer or its Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Purchased Business or the future business and operations of the Purchased Business or (ii) except as expressly set forth in this Agreement and the other Transaction Documents or in any certificate delivered by Seller in accordance with the terms hereof or thereof, any other information or documents made available to Buyer or its counsel, accountants or advisors Representatives with respect to the Purchased Business, except as expressly set forth in this Agreement. Nothing in this ‎Section 4.10 shall be construed to mean that Buyer is not entitled to rely on Seller’s representations, warranties and covenants set forth in this Agreement (whether or not so captioned or denominated).

Inspections; No Other Representations. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Purchased Assets as contemplated hereunder. Buyer has undertaken such investigation and, to Buyer’s Knowledge, 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 will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to the Sellers, except as expressly set forth in this Agreement, Buyer acknowledges and agrees that the Purchased Assets are sold “as is” and Buyer agrees to accept the Purchased Assets and the Purchased Business in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters. Without limiting the generality of the foregoing, Buyer acknowledges that the 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 Purchased Business or the future business and operations of the Purchased Business or (ii) any other information or documents made available to Buyer or its counsel, accountants or advisors with respect to the Purchased Business, except as expressly set forth in this Agreement. Nothing in this ‎Section Section 4.10 shall be construed to mean that Buyer is not entitled to rely on Seller’s representations, warranties and covenants set forth in this Agreement (whether or not so captioned or denominated).