Common use of Investigation by Buyer; Seller’s Liability Clause in Contracts

Investigation by Buyer; Seller’s Liability. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (i) acknowledges that none of Seller, the Company or any of their respective directors, officers, shareholders, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any representation or warranty, either express or implied, as to the accuracy of completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents, advisors or Representatives and (ii) agrees, to the fullest extent permitted by law, that none of Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliates, controlling Persons, agents, advisors or Representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliates, controlling Persons, agents, advisors or Representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Buyer or its directors, officers, employees, Affiliates, controlling Persons, advisors, agents or Representatives (or any omissions therefrom), including in respect of the specific representations and warranties of Seller set forth in this Agreement, except that the foregoing limitations in clauses (i) and (ii) shall not apply (A) in any case of fraud by Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliates, controlling Persons, agents, advisors or Representatives and (B) to the extent the Company or Seller make the specific representations and warranties set forth in Article II or Article III of this Agreement, respectively, but always subject to the limitations and restrictions contained herein.

Investigation by Buyer; Seller’s Liability. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company DCB Business and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company DCB Business for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (ia) acknowledges that none of Seller, Savannah, the Company Companies or any of their respective directors, officers, shareholders, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives makes or has made any representation or warranty, either express or implied, as to the accuracy of or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors agents or Representatives representatives; and (iib) agrees, to the fullest extent permitted by law, that none of Seller, Savannah, the Company Companies or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors agents or Representatives representatives on any basis (including including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon resulting from the distribution to Buyer, or Buyer's use of, any information included in the Confidential Information Memorandum dated July 2002 and any information, document, or material provided or made available, or statements made, to Buyer or (including its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, advisors, agents or Representatives representatives) in any "data rooms," management presentations or supplemental due diligence information provided to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or any omissions therefrom), including representatives) in respect connection with discussions or access to management of the specific representations and warranties DCB Business or in any other form in expectation of Seller set forth in the transactions contemplated by this Agreement, except that the foregoing limitations in clauses (i) and (ii) shall not apply (A) in any case of fraud by Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliates, controlling Persons, agents, advisors or Representatives and (B) to the extent the Company or Seller make makes the specific representations and warranties set forth in Article II or Article III of this Agreement, respectively, but always subject to the limitations and restrictions contained hereinin this Agreement.

Investigation by Buyer; Seller’s Liability. Buyer has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology condition and prospects of the Company and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (ia) acknowledges that none of Seller, the Company or any of their respective directors, officers, shareholders, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives makes or has made any representation or warranty, either express or implied, as to the accuracy of or completeness of any of the information provided or made available to Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors agents or Representatives representatives; and (iib) agrees, to the fullest extent permitted by law, that none of Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives shall have any liability or responsibility whatsoever to Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors agents or Representatives representatives on any basis (including including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon resulting from the distribution to Buyer, or Buyer’s use of, any information information, document, or material provided or made available, or statements made, to Buyer or (including its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, advisors, agents or Representatives representatives) in any “data rooms,” management presentations or supplemental due diligence information provided to Buyer (including its directors, officers, employees, affiliates, controlling persons, advisors, agents or any omissions therefrom), including representatives) in respect connection with discussions or access to management of the specific representations and warranties Company or in any other form in expectation of Seller set forth in the transactions contemplated by this Agreement, except that the foregoing limitations in clauses (i) and (ii) shall not apply (A) in affect the rights of Buyer to pursue any case of fraud by Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case rights it may be, Affiliates, controlling Persons, agents, advisors or Representatives and (B) to the extent the Company or have against Seller make the specific representations and warranties set forth in Article II or Article III of under this Agreement, respectively, but always subject to the limitations and restrictions contained herein.

Investigation by Buyer; Seller’s Liability. The Buyer ------------------------------------------ has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Company Company, which investigation, review and analysis was done by the Buyer and its affiliates and, to the extent the Buyer deemed appropriate, by the Buyer's representatives. The Buyer acknowledges that Buyer has it and its representatives have been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, the Buyer acknowledges that it has relied relied, and shall be entitled to rely, solely upon its own investigation the aforementioned investigation, review and analysis, and, other than with respect to the representations and warranties made in Article II of this Agreement as modified by the Seller Disclosure Schedule (and subject to the limitations contained in this Agreement), the Buyer: (ia) acknowledges that none of the Seller, the Company Company, or any of their respective directors, officers, shareholders, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives makes or has made any representation or warranty, either express or implied, as to the accuracy of or completeness of any of the information provided or made available to the Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agentsagents or representatives, advisors or Representatives and (iib) agrees, to the fullest extent permitted by law, that none of the Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliatesaffiliates, controlling Personspersons, agents, advisors or Representatives representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents, advisors agents or Representatives representatives on any basis (including including, without limitation, in contract or tort, under federal or state securities laws Laws or otherwise) based upon any information provided or made available, or statements mademade (including, without limitation, in materials furnished in the Company's data room, in presentations by the Company's management or otherwise), to the Buyer or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, advisors, agents or Representatives representatives (or any omissions therefrom), including including, without limitation, in respect of the specific representations and warranties of the Seller set forth in this Agreement, except that the foregoing limitations in clauses (i) and (ii) shall not apply (A) in any case of fraud by Seller, the Company or any of their respective directors, officers, employees, stockholders or shareholders, as the case may be, Affiliates, controlling Persons, agents, advisors or Representatives and (B) to the extent the Company or Seller make makes the specific representations and warranties set forth in Article II or Article III of this Agreement, respectively, Agreement but always subject to the limitations and restrictions contained herein.