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 Subsidiaries and the Shares as contemplated hereunder. Buyer acknowledges and agrees that the Purchased Subsidiaries and the Shares are sold on an “as is where is” basis and Buyer agrees to accept the Purchased Subsidiaries and the Shares in the condition they are in on the Closing Date 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 ‎Article 3 of 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 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 Subsidiaries or their future business and operations or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased Subsidiaries.

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 Subsidiaries and the Shares as contemplated hereunder. Buyer acknowledges and agrees that the Purchased Subsidiaries and the Shares are sold on an “as is where is” basis and Buyer agrees to accept the Purchased Subsidiaries and the Shares in the condition they are in on the Closing Date 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 ‎Article Article 3 of 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 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 Subsidiaries or their future business and operations or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased Subsidiaries.

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 companies such as the Purchased Subsidiaries Companies and the Shares Subsidiaries as contemplated hereunder. Buyer acknowledges has undertaken such investigation to enable it to make an informed and agrees that intelligent decision with respect to the Purchased Subsidiaries execution, delivery and the Shares are sold on an “as is where is” basis and Buyer agrees to accept the Purchased Subsidiaries and the Shares in the condition they are in on the Closing Date 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 ‎Article 3 performance of this Agreement. Subject to Section 5.02, Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. Without limiting the generality of the foregoing, Buyer acknowledges that Seller makes Parent and Sellers make no representation or warranty with respect to (ia) 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 Companies and the Subsidiaries or their the future business Business and operations of the Companies and the Subsidiaries or (iib) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives counsel, accountants or advisors with respect to the Purchased SubsidiariesCompanies or the Subsidiaries or their respective businesses or operations, in each case, except as set forth in this Agreement.

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 Subsidiaries Assets and the Shares as contemplated hereunder. Buyer acknowledges has undertaken such investigation and agrees that 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 Purchased Subsidiaries execution, delivery and the Shares are sold on an “as is where is” basis and Buyer agrees to accept the Purchased Subsidiaries and the Shares in the condition they are in on the Closing Date 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 ‎Article 3 performance of this Agreement. Without limiting the generality Buyer acknowledges that Seller has given Buyer access to certain documents of the foregoing, Business. Buyer acknowledges that the representations and warranties contained in Article 3 and in any certificate or closing document delivered pursuant to this Agreement are the only representations and warranties made by Seller in connection with the transactions contemplated herein. 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 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 Subsidiaries Business or their the future business and operations of the Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased SubsidiariesBusiness; provided that nothing herein shall preclude any claim in the event that Buyer is able to demonstrate that Seller has made a material misstatement of fact to Buyer that constitutes actual fraud against Buyer.

Inspections; No Other Representations. Buyer is an informed has such knowledge and sophisticated purchaserexperience in financial and business matters, and is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and the Transaction Documents. Buyer has engaged expert advisorsconducted its own independent investigation, experienced in the analysis and evaluation and purchase of property and assets such as the Purchased Subsidiaries Assets, the Assumed Liabilities and the Shares as Business and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Business for such purpose. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereunder. hereby, Buyer acknowledges and agrees that the Purchased Subsidiaries has relied solely upon its own investigation and the Shares are sold on an “as is where is” basis express representations and Buyer agrees to accept the Purchased Subsidiaries and the Shares in the condition they are in on the Closing Date 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 Seller and its Affiliates expressly set forth in ‎Article 3 of 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 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 Subsidiaries Business or their the future business and operations of the Business or (ii) except as expressly set forth in this Agreement, any other information or documents made available to Buyer or its Representatives with respect to the Purchased SubsidiariesBusiness.