Investigation and Reliance Sample Clauses
The Investigation and Reliance clause defines the parties' understanding regarding their due diligence and the information relied upon in entering into the agreement. Typically, this clause states that each party has conducted its own investigation into the subject matter and is not relying on any representations or warranties except those expressly set forth in the contract. Its core function is to limit liability by clarifying that parties cannot later claim reliance on statements or promises not included in the agreement, thereby reducing the risk of post-closing disputes over alleged misrepresentations.
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. 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 Agile set forth herein. AREB is expressly not relying on any oral representations made by Agile or any person affiliated with Agile.
Investigation and Reliance. On or prior to the Effective Date, Agile will have had an opportunity to inspect the books and records of AREB and the filings of AREB with the SEC. Agile 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. Agile is expressly not relying on any oral representations made by AREB or any person affiliated with AREB.
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 ▇▇▇▇▇▇ 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. Optionor is entering into this Agreement based upon its own independent investigation and evaluation of all facts and circumstances and is expressly not relying on any oral representations made by GRO or any of its agents or representatives . Optionor has also had the opportunity to receive independent legal advice prior to executing this Agreement . V GRO REPRESENTATIONS AND WARRANTIES GRO hereby represents and warrants to Optionor (and the Company as applicable) that the representations and warranties contained in this Article V are true, correct, and complete as of the Effective Date and will be correct and complete as of each Closing Date (as though made then and as though the Closing Date were substituted for the Effective Date throughout this Article V), except as otherwise expressly provided for to contrary herein : 1.
Investigation and Reliance. (a) Purchaser is a sophisticated purchaser and has conducted to its satisfaction an independent investigation, review, and analysis of the Business and the financial condition, results of operations, assets, properties, and Liabilities of the Group Companies, which investigation, review, and analysis were conducted by Purchaser together with expert advisors, including legal counsel, that it engaged for such purpose. Purchaser acknowledges that, in entering into this Agreement and agreeing to proceed with the consummation of the Transactions, it has relied solely on (i) the representations and warranties of each Seller set forth in Article IV, (ii) the representations and warranties of the Company as set forth in Article V and (iii) the results of its own investigation, review, and analysis.
(b) Each of Purchaser and Purchaser Parent acknowledges that, except for the representations and warranties of the Company set forth in Article V and the representations and warranties of each Seller set forth in Article IV, none of Sellers, the Group Companies, their Affiliates or any of their respective Representatives has made, or is making, any representation or warranty, express or implied, regarding any of the Group Companies, its properties, assets, condition (financial or otherwise), results of operations, Liabilities, or prospects, the Business, the Shares or Sellers, including any representations or warranties with respect to (i) merchantability or fitness for any particular use or purpose, (ii) the probable success or profitability of the Business after the Closing, (iii) any projections, forecasts, or forward-looking statements provided or made to Purchaser, Purchaser Parent, their Affiliates, or their respective Representatives, or (iv) any memoranda, charts, summaries, schedules, or other information about the Group Companies, the Business, or the Transactions (collectively, the “Business Information”) provided to Purchaser, Purchaser Parent or their Representatives (including the Confidential Information Memorandum, provided to Purchaser or Purchaser Parent in connection with the Transactions and any information, documents, or materials provided to Purchaser, Purchaser Parent or their Representatives, whether orally or in writing, in or through the Data Room, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser, Purchaser Parent or their Representatives, or any other form in connection with ...
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.