Investigation and Reliance. Parent is a sophisticated party and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose. Parent and its Representatives have been provided with full and complete access to the Company’s Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of the Company or any of its affiliates or Representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information concerning the Company contained herein or made available in connection with Parent’s investigation of the Company, except as expressly set forth in this Agreement, and the Company and its affiliates and Representatives expressly disclaim any and all liability that may be based on such information or errors therein or omissions therefrom. Parent has not relied and is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or its affiliates or Representatives, except as expressly set forth in Article 4. None of the Company or any of its affiliates or Representatives shall have or be subject to any liability to Parent or any other Person resulting from the distribution to Parent, or Parent’s use of, any information, documents or materials made available to Parent, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of, or in connection with, the Transactions. None of the Company or any of its affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company. Parent acknowledges that there are inherent uncertainties in attempting to make such estimates, projections and forecasts and that it takes full responsibility for making its own evaluation of the adequacy and accuracy of any such estimates, projections or forecasts (including the reasonableness of the assumptions underlying any such estimates, projections and forecasts). Parent acknowledges and agrees that the representations and w...
Investigation and Reliance. Each of SPAC and Merger Sub is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by SPAC and Xxxxxx Sub together with expert advisors, including legal counsel, that they have engaged for such purpose. SPAC, Merger Sub and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. Neither SPAC nor Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of its Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). Neither the Company nor any of its respective stockholders, affiliates or Representatives shall have any liability to SPAC, Merger Sub or any of their respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to SPAC or Merger Sub or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. Neither the Company nor any of its stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company.
Investigation and Reliance. Each of the Company, PubCo and Merger Sub has made its own independent investigation, review and analysis regarding SPAC and the Transactions, which investigation, review and analysis were conducted by Company, PubCo and Merger Sub together with expert advisors, including legal counsel, that the Company, PubCo and Merger Sub engaged for such purpose. Each of the Company, PubCo and Merger Sub has been provided with full and complete access to the Representatives, books and records of the SPAC and any other information they have requested in connection with their investigation of the SPAC and the Transactions. Each of the Company, PubCo and Merger Sub is not relying on any statement, representation or warranty, oral or written, express or implied, made by the SPAC or any of its respective Representatives, except as expressly set forth in Article V (as modified by the SPAC Disclosure Letter) or in any certificate delivered by SPAC pursuant to this Agreement. Neither SPAC nor any of its equity holders, Affiliates or Representatives shall have any liability to the Company, PubCo or Merger Sub or any of their respective equity holders, Affiliates or Representatives resulting from the use of any information, documents or materials made available to the Company, PubCo or Merger Sub or any of its Representatives, whether orally or in writing, in any confidential information memoranda, management presentations, due diligence discussions or in any other form in expectation of the Transactions, except as expressly set forth in Article V (as modified by the SPAC Disclosure Letter) or in any certificate delivered by SPAC pursuant to this Agreement. Each of Company, PubCo and Merger Sub acknowledges that neither SPAC nor any of its equity holders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving SPAC.
Investigation and Reliance. 3.1 The Assignee confirms to the Assignor that it has received such information as it deems appropriate under the circumstances (however obtained), concerning the financial condition, creditworthiness, status or nature of any Obligor, to make an informed decision regarding the assignment referred to in Clause 2.1.
3.2 The Assignee agrees that it has made its own independent analysis and decision to enter into the assignment and assumption referred to in Clause 2.1, based on such information as it has deemed appropriate under the circumstances, and without reliance on the Assignor.
3.3 On the date of this deed and the Assignment Date the Assignor and the Assignee each represents and warrants to the other that:
(a) it is a duly incorporated limited liability company validly existing under the law of its jurisdiction of incorporation; and
(b) it has the power and authority to enter into, deliver and perform, and has taken all necessary action to authorise the entry into, delivery and performance of this deed and the transactions contemplated by hereby.
3.4 On the date of this deed and the Assignment Date the Assignor represents and warrants to the Assignee that:
(a) it is the sole legal and beneficial owner and has good title to:
(i) the Debt; and
(ii) the rights and benefits under or in respect of each Assigned Document;
(b) no Security Interest or other encumbrance (including any rights of set off) exists, or may exist as a result of any arrangement or agreement, over the Debt or the rights and benefits of the Assignor under or in respect of any Assigned Document;
(c) no Event of Default has occurred, is continuing or will occur as a result of the assignment to be effected by this deed and no decision has been taken by the Assignor to accelerate or enforce its rights under any Assigned Document; and
(d) all rights, benefits and obligations which the parties have agreed to assign or transfer to the Assignee under this deed are capable of being assigned or transferred.
3.5 Subject to Clause 3.3 and Clause 3.4 the Assignor does not make, and the Assignee does not rely upon, any representation, warranty or condition (express or implied) about, and the Assignor shall have no liability or responsibility to the Assignee for:
(a) the effectiveness, validity or enforceability of the Assigned Documents delivered by the Assignor to the Assignee, or any of the terms or conditions contained in the Assigned Documents;
(b) any non-performance by any party to the Assigned ...
Investigation and Reliance. Each of ShoulderUp, Holdings, ShoulderUp Merger Sub and SEI Merger Sub is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by ShoulderUp, Holdings, ShoulderUp Merger Sub and SEI Merger Sub together with expert advisors, including legal counsel, that they have engaged for such purpose. ShoulderUp, Holdings, ShoulderUp Merger Sub, SEI Merger Sub and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. None of ShoulderUp, Holdings, ShoulderUp Merger Sub or SEI Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). Neither the Company nor any of its respective stockholders, affiliates or Representatives shall have any liability to ShoulderUp, Holdings, ShoulderUp Merger Sub or SEI Merger Sub or any of their respective stockholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to ShoulderUp, Holdings or the Merger Subs or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions, data room or in any other form in expectation of the Transactions. Neither the Company nor any of its affiliates or their directors, officers, owners or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company.
Investigation and Reliance. Aemetis is a sophisticated purchaser and has made its own investigation, review and analysis regarding Cilion and the transactions contemplated hereby, which investigation, review and analysis were conducted by Aemetis together with expert advisors that it has engaged for such purpose. Aemetis and its representatives have been provided with full and complete access to the properties, offices, plants and other facilities, books and records of Cilion and other information that they have requested in connection with their investigation of Cilion and the transactions contemplated hereby. Aemetis is not relying on any statement, representation or warranty, oral or written, express or implied, concerning Cilion, except as expressly set forth in Section 4.1 and the Cilion Disclosure Schedules. Neither Cilion nor any other Person shall have any liability to Aemetis or any other Person resulting from the use of any information, documents or materials made available to Aemetis, whether orally or in writing, in any confidential information memoranda, "data rooms," management presentations, due diligence discussions or in any other form in expectation of the transactions contemplated by this Agreement. Neither Cilion nor any other Person is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving Cilion.
Investigation and Reliance. 3.1 On the date of this deed and the Assignment Date, the Assignor represents and warrants to the Assignee that:
(a) it is a duly incorporated limited liability company validly existing under the law of its jurisdiction of incorporation;
(b) it has the power to own:
(i) the Debt; and
(ii) the rights and benefits under or in respect of each Loan Agreement and carry on business as it is being conducted;
(c) it has the power and authority to execute, deliver and perform its obligations under this deed and each Loan Agreement and the transactions contemplated by them;
(d) it is the legal and beneficial owner and has good title to:
(i) the Debt; and
(ii) the rights and benefits under or in respect of each Loan Agreement and no security interest or other encumbrance (including any rights of set off) exists, or may exist as a result of any arrangement or agreement, over the Debt or the rights and benefits of the Assignor under or in respect of any Loan Agreement;
(e) other than any events of default agreed with the Accountable Body as part of the demobilisation of the fund management service provided by the Assignor to the Accountable Body, no event of default under any of the Loan Agreements has occurred, is continuing or will occur as a result of the assignment to be effected by this deed and no decision has been taken by the Assignor to accelerate or enforce its rights under any Loan Agreement;
(f) it is not in breach of any of its obligations in relation to any Loan Agreement; and
(g) all rights, benefits and obligations which the parties have agreed to assign or transfer to the Assignee under this deed are capable of being assigned or transferred.
(h) there are no pending or ongoing legal actions in relation to any of the Loan Agreements.
Investigation and Reliance. On or prior to the Effective Date, KBI will have had an opportunity to inspect the books and records of AREB and the filings of AREB with the SEC. KBI is executing this Agreement based upon its own independent investigation and evaluation of AREB and its prospects, and the covenants, representations and warranties of AREB set forth herein. KBI is expressly not relying on any oral representations made by AREB or any person affiliated with AREB.
Investigation and Reliance. AREB is executing this Agreement based upon its own independent investigation and evaluation of the transactions envisioned hereunder, and the covenants, representations, and warranties of KBI set forth herein. AREB is expressly not relying on any oral representations made by KBI or any person affiliated with KBI.
Investigation and Reliance. The only representations, warranties, statements or information written or oral made or provided by or on behalf of any Equityholder or the Company that the Purchaser is relying upon are the representations and warranties expressly set forth in Section 2 (as modified by the Disclosure Schedules) and the Transaction Agreements, and the Purchaser has not relied upon any other express or implied representations, warranties or other projections, forecasts, estimates, appraisals, advice, data or information made, communicated or furnished by or on behalf of any Equityholder, the Company, any of their respective representatives or Affiliates, including any projections, forecasts, estimates, appraisals, advice, data or information made, communicated or furnished by or through any agent, management presentations, data rooms (electronic or otherwise) or other due diligence information. Any claims that the Purchaser may have for breach of any representation or warranty shall be based solely on the representations and warranties of the Equityholders and the Company expressly set forth in Section 2 (as modified by the Disclosure Schedules) and the Transaction Agreements. Except as otherwise expressly set forth in this Agreement, the Purchaser understands and agrees that the Company, its assets, liabilities and properties are being furnished “as is” and “where is” subject to the representations and warranties contained in Section 2 (as modified by the Disclosure Schedules) without any other representations or warranties of any nature whatsoever.
