Investigation and Reliance. The Purchaser acknowledges (a) that it and its representatives have undertaken an independent investigation, examination, analysis and verification of the Company, the Company Subsidiaries and the business, assets, operations, financial condition and prospects of the Company and the Company Subsidiaries, including the Purchaser’s own estimate of the value of the business of the Company and the Company Subsidiaries, (b) that it has had the opportunity to visit with the Company, the Company Subsidiaries and the Seller Representative and meet with its and their respective representatives to discuss the business and the assets, liabilities, financial condition, cash flow and operations of the Company and the Company Subsidiaries, (c) that all materials and information requested by the Purchaser have been provided to the Purchaser to the Purchaser’s reasonable satisfaction and (d) that it has undertaken such due diligence (including a review of the assets, liabilities, books, records and contracts of the Company and the Company Subsidiaries) as the Purchaser deems adequate, including that described above. The Purchaser is not relying on any statement, representation or warranty, oral or written, express or implied, made by the Sellers or the Company or any of their Affiliates or representatives or the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its representatives, except as expressly set forth in this Agreement. The Purchaser hereby acknowledges and agrees that, except to the extent specifically set forth in Article III, the Purchaser is purchasing the Company and the Shares on an “as-is, where-is” basis. The Purchaser further acknowledges that it shall have no claim against the Company or the Sellers with respect to any estimates, projections or forecasts, whether written or oral, made available to the Purchaser by the Company (or the Company’s agents, representatives or Affiliates) 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, and the Purchaser shall have no entitlement thereto after the date hereof.
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.
Investigation and Reliance. (a) Buyer is a sophisticated purchaser and has conducted to its satisfaction an independent investigation, review, and analysis of the Business, the Acquired Assets, the Assumed Liabilities and the results of operations, Liabilities, and prospects of the Business, which investigation, review, and analysis were conducted by Buyer together with expert advisors, including legal counsel, that it engaged for such purpose. Buyer acknowledges that, in entering into this Agreement and agreeing to proceed with the consummation of the transactions contemplated by this Agreement, it has relied solely on (i) the representations and warranties of Sellers set forth in Article IV and (ii) the results of its own investigation, review, and analysis.
Investigation and Reliance. Each of Parent and the Merger Sub Entities is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company, the Company Subsidiaries and the Transactions, which investigation, review and analysis were conducted by Parent and the Merger Sub Entities together with expert advisors, including legal counsel, that they have engaged for such purpose. Parent and the Merger Sub Entities 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, the Company Subsidiaries and other information that they have requested in connection with their investigation of the Company, the Company Subsidiaries and the Transactions. None of Parent or the Merger Sub Entities is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company, the Company Subsidiaries or any of their Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule). Neither the Company, the Company Subsidiaries nor any of their respective members, affiliates or Representatives shall have any liability to Parent, the Merger Sub Entities or any of their respective stockholders, members, affiliates or Representatives resulting from the use of any information, documents or materials made available to Parent, the Merger Sub Entities 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, the Company Subsidiaries nor any of their stockholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company or the Company Subsidiaries.
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. 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. 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.
Investigation and Reliance. Buyer has conducted investigations and inspections of the Acquired Assets, the Assumed Liabilities, the Division Business and the Division Products as Buyer deemed necessary or appropriate for the purpose of entering into this Agreement and consummating the transactions contemplated by this Agreement. Buyer acknowledges that the representations and warranties of Seller contained in this Agreement (including the Seller Disclosure Letter) constitute the sole and exclusive representations and warranties of Seller to Buyer in connection with this Agreement and the transactions contemplated by this Agreement and that all other representations and warranties are specifically disclaimed and may not be relied upon or serve as a basis for a claim against Seller. BUYER ACKNOWLEDGES THAT SELLER DISCLAIMS ALL WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT (INCLUDING THE SELLER DISCLOSURE LETTER) AS TO THE ACQUIRED ASSETS AND THE DIVISION BUSINESS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SET FORTH HEREIN, BUYER IS ACQUIRING THE PURCHASED ASSETS ON AN "AS IS, WHERE IS" BASIS.
Investigation and Reliance. Each of Seller and each Stockholder, on one hand, and Xxxxx, on the other, is a sophisticated seller or purchaser, as the case may be, and has made its own independent investigation, review and analysis regarding the other parties, including any publicly available information regarding such parties (if any), and the Contemplated Transactions, which investigation, review and analysis were conducted by such party together with its advisors, including legal counsel, that it has engaged for such purpose. No party 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 such party made available in connection with any investigation of such party, except as expressly set forth in this Agreement. No party has relied and no party is relying on any statement, representation or warranty, oral or written, express or implied, made by any other party, or any of such other party’s Affiliates or Representatives, except as expressly set forth in Article III, Article IV or any certificates executed and delivered in connection with the consummation of the Contemplated Transactions. No party or any of its Affiliates or Representatives shall have or be subject to any liability to any other party or any other Person resulting from the distribution to any other party, or such other party’s use of, any information, documents or materials made available to such party in connection with the negotiation, execution or delivery of this Agreement. No party 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 such party or any other Person. Each party 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).
