Investigation by Parent. Notwithstanding anything to the contrary in this Agreement, (a) no investigation by Parent shall affect the representations and warranties of the Company under this Agreement or contained in any other writing to be furnished to Parent in connection with the transactions contemplated hereunder and (b) such representations and warranties shall not be affected or deemed waived because Parent should have known that any of the same is or might be inaccurate in any respect.
Investigation by Parent. Parent has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Acquired Companies and their respective businesses. Parent acknowledges that, except for the representations and warranties of the Company set forth in this Agreement and any certificate delivered by the Company pursuant to this Agreement, none of the Company nor any of its Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Xxxxxxx 0, xxxx of the Company nor any of its Representatives or any other person has made a representation or warranty to Parent with respect to (i) any projections, estimates or budgets of future results or future financial condition relating to any of the Acquired Companies or their respective businesses or (ii) any material, documents or information relating to the Acquired Companies or their respective businesses made available to Parent or its Representatives in any “data room” or otherwise. Parent and Merger Sub acknowledge that they are not relying nor have they relied on any express or implied representations or warranties except for those expressly made by the Company in this Agreement and any certificate delivered by the Company pursuant to this Agreement, and that only those representations and warranties in this Agreement and any certificate delivered by the Company pursuant to this Agreement shall have any legal effect.
Investigation by Parent. Upon reasonable notice, Goldbelt agrees to provide Parent and its representatives with reasonable access (without disruption to the conduct of Goldbelt’s business) during normal business hours to all books, records, information, corporate charts, tax documents, filings, memoranda, working papers and files and all other materials in its possession and control, including material contracts, and access to the personnel of and counsel to Goldbelt and the Goldbelt Subsidiaries on an as reasonably requested basis as well as reasonable access to the properties of Goldbelt and the Goldbelt Subsidiaries in order to allow Parent to conduct such investigations as Parent may consider necessary or advisable to confirm the accuracy of Goldbelt’s representations and warranties herein, for strategic planning and integration, for the structuring of any Pre-Acquisition Reorganization, to conduct the Confirmatory Due Diligence and for any other reasons reasonably relating to the Contemplated Transactions, and further agrees to assist Parent in all reasonable ways in any such due diligence investigations which Parent may wish to conduct. Nothing in the foregoing shall require Goldbelt to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or to provide Parent with access to any property where Goldbelt is contractually or legally prohibited from doing so. Any such investigation by Parent and its advisors shall not mitigate, diminish or affect the representations and warranties of the other party contained in this Agreement or any document or certificate given pursuant hereto.
Investigation by Parent. In entering into this Agreement, each of Parent and the Purchaser:
(a) acknowledges that none of the Company, its Subsidiaries or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made 34 36 available to Parent, the Purchaser or their agents or representatives, and
(b) agrees, to the fullest extent permitted by law, that none of the Company, its Subsidiaries or any of their respective directors, officers, employees, shareholders, affiliates, agents, advisors or representatives shall have any liability or responsibility whatsoever to Parent or the Purchaser on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made, to Parent, except that the foregoing limitations shall not (a) apply to the Company to the extent the Company makes the specific representations and warranties set forth in Article III of this Agreement, but always subject to the limitations and restrictions contained herein, or (b) preclude Parent and the Purchaser from seeking any remedy for fraud.
Investigation by Parent. Parent has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Company and acknowledges that it has been provided access to the personnel, properties, premises and records of the Company for such purpose. In entering into this Agreement, Parent has relied solely upon its own investigation and analysis and the representations and warranties contained herein, and Parent: (a) acknowledges that none of the Company or its directors, officers, shareholders, employees, affiliates, advisors or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or its directors, officers, shareholders, employees, affiliates, advisors or representatives; and (b) agrees, to the fullest extent permitted by law, that none of the Company or its directors, officers, shareholders, employees, affiliates, advisors or representatives shall have any liability or responsibility whatsoever to Parent or its directors, officers, shareholders, employees, affiliates, advisors or representatives on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based on any information provided or made available, or statements made, to Parent or its directors, officers, shareholders, employees, affiliates, advisors or representatives (or any omission therefrom), except that the foregoing limitations shall not apply (i) to the extent that the Company makes the specific representations and warranties set forth in this Agreement and (ii) in the case of fraud, willful misrepresentation or willful nondisclosure, but always subject to the limitations and restrictions contained herein.
Investigation by Parent. Parent has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries and their respective businesses. Parent acknowledges that, except for the representations and warranties of the Company expressly set forth in Section 3.01, none of the Company nor any of its Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Section 3.01, none of the Company nor any of its Representatives or any other person has made a representation or warranty to Parent with respect to (i) any projections, estimates or budgets of future results or future financial condition relating to the Company, any of its Subsidiaries or their respective businesses or (ii) any material, documents or information relating to the Company, its Subsidiaries or their respective businesses made available to Parent or its Representatives in any “data room” or otherwise.
Investigation by Parent. Parent has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company, its Subsidiaries and their respective businesses. Parent acknowledges that, except for the representations and warranties of the Company expressly set forth in Article IV (and other than in the case of fraud), neither the Company nor any of its Representatives makes any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or any of its Representatives. Without limiting the generality of the foregoing, except for the representations and warranties made by the Company in Article IV, neither the Company nor any of its Representatives or any other person has made a representation or warranty to Parent with respect to (i) any projections, estimates or budgets of future results or future financial condition relating to the Company, any of its Subsidiaries or their respective businesses or (ii) any material, documents or information relating to the Company, its Subsidiaries or their respective businesses made available to Parent or its Representatives in any “data room” or otherwise.
Investigation by Parent. Parent has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company's subsidiaries and acknowledges that Parent has been provided access to the properties, premises, and records of the Company and its subsidiaries for this purpose. In entering into this Agreement, Parent has relied solely upon its own investigation and analysis, and Parent:
(a) acknowledges that none of the Company, the Company's subsidiaries, or any of their respective directors, officers, employees, affiliates, agents or representatives makes any representation or warrant express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent or its agents or representatives prior to the execution of this Agreement, and
(b) agrees, to the fullest extent permitted by law, that none of the Company, the Company's subsidiaries, or any of their respective directors, officers, employees, affiliates, agents, or representatives shall have any liability or responsibility whatsoever to Parent on any basis (including, without limitation, in contract or tort, under federal or state securities laws or otherwise) based on any information provided or made available, or statements made, to Parent prior to the execution of this Agreement, except that the foregoing limitations shall not apply to the Company to the extent the Company makes specific representations and warranties set forth in Article III of this Agreement and in the Company Disclosure Schedule, but always subject to the limitations and restrictions contained herein and therein.
Investigation by Parent. (a) Parent has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Business, which investigation, review and analysis was done by Parent and, to the extent Parent deemed appropriate, by Parent's representatives. Parent acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business as Parent has requested for such purpose. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of Commtouch, Acquisition or the representatives thereof (except the specific representations and warranties of Commtouch and/or Acquisition set forth in Article II of this Agreement). Parent has formed an independent judgment concerning the Business and Acquisition, and the rights, obligations, assets and liabilities pertaining thereto.
(b) Parent acknowledges that none of Commtouch, Acquisition, their respective directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives makes, or has made, any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including materials furnished in Commtouch's or Acquisition's data room, in presentations by Commtouch's or Acquisition's management, in any estimates, projections, forecasts, operating plans or budgets concerning financial or other information relating to the Business or Acquisition delivered or made available to Parent or otherwise obtained by Parent) provided or made available to the Parent or its directors, officers, employees, affiliates, controlling persons, agents or representatives.
(c) Parent agrees, to the fullest extent permitted by law, that neither Commtouch nor Acquisition, nor any of their respective directors, officers, employees, shareholders, affiliates, controlling persons, agents, advisors or representatives shall have any liability or responsibility whatsoever to Parent, Merger Sub, the Surviving Corporation or their directors, officers, employees, affiliates, controlling persons, agents or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided...
Investigation by Parent. (a) From and after the date hereof until the Closing Date or earlier termination of this Agreement (the “Interim Period”), the Company will provide Parent and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and the Company Subsidiaries and their respective Properties, Projects and Sites (provided, however, that Parent shall not be entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Sites) and the books and records relating to the Company and the Company Subsidiaries, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company and the Company Subsidiaries; provided, however, that (i) the Member Representative shall have the right to (A) have a Representative present for any communication with employees or officers of the Company or any Company Subsidiary and (B) impose reasonable restrictions and requirements for safety purposes and (ii) the Company shall not be required to provide access to any information (A) that is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (B) that is prohibited by Applicable Law. In addition, upon reasonable advance request from Parent for purposes of a smooth and efficient transfer and integration of the Business and other reasonable purposes, the Company shall use its commercially reasonable efforts to arrange meetings (whether telephonic or in person) with customers and suppliers of the Business, provided that (i) Parent shall consult with the Company regarding the topics for discussion at such meetings and the Company shall have the right to have Representatives present at any such meetings, (ii) the Company may reasonably limit the number of individuals and the number of meetings and (iii) Parent shall coordinate all such meetings with one or more Company employees designated by the Company. All such access and information obtained as a result of such access shall be subject to the terms and conditions of the Confidentiality Agreement. Parent agrees to indemnify and hold harmless the ECP Members, the Company, the Company Subsidiaries, their Affiliates and their Representatives for any and all Claims or Liabilities to the extent arising out of the access rights with respect to the Site...
