Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company Subsidiaries and acknowledges that Purchaser has been provided access to the properties, premises and records of the Company and each Company Subsidiary for this purpose. In entering into this Agreement, Purchaser has relied upon its own investigation and analysis, and Purchaser agrees, to the fullest extent permitted by law, that none of Seller or its Subsidiaries, or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, will have any liability or responsibility whatsoever to Purchaser, its 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 or made available, or statements made, to Purchaser or its directors, officers, employees, affiliates, controlling persons, agents or representatives (or any omissions therefrom) except as and only to the extent expressly set forth in the representations, warranties, covenants and agreements of Seller contained herein and pursuant to the rights to indemnification by Seller provided for herein, subject in each case to the limitations and restrictions contained herein and in the Seller Disclosure Letter.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company Subsidiaries and acknowledges that Purchaser has been provided access to the properties, premises and records of the Company and each Company Subsidiary for this purpose. In entering into this Agreement, Purchaser: (a) acknowledges that, except to the extent Sellers make the specific representations and warranties set forth in Article 11 of this Agreement, neither Sellers nor any of their respective directors, officers, employees, affiliates, agents, advisors or representatives makes or shall be deemed to have made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including, without limitation, any estimates, projections, forecasts or other forward-looking information) provided or made available to Purchaser has relied upon or its own investigation and analysisagents or representatives (including, and Purchaser without limitation, in any management presentations, information or offering memorandum, supplemental information or other materials or information with respect to any of the above); and (b) agrees, to the fullest extent permitted by law, that none of Seller or its Subsidiaries, Sellers or any of their respective directors, officers, employees, shareholders, affiliates, controlling personsagents, agents advisors or representatives, will representatives shall have any liability or responsibility whatsoever to Purchaser, its directors, officers, employees, affiliates, controlling persons, agents or representatives Purchaser on any basis (including 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 Purchaser or its directorsPurchaser, officers, employees, affiliates, controlling persons, agents or representatives except that the foregoing limitations shall not (or any omissions therefroma) except as and only apply to Sellers to the extent expressly Sellers make the specific representations and warranties set forth in Article 11 of this Agreement (as qualified by the representations, warranties, covenants and agreements of Seller contained herein and pursuant to the rights to indemnification by Seller provided for hereinschedules related thereto), subject in each case to the limitations and restrictions contained herein and in the Seller Disclosure Letteror (b) preclude Purchaser from seeking any remedy for fraud.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company its Subsidiaries and acknowledges that Purchaser has been provided access to the properties, premises and records of the Company and each Company Subsidiary its Subsidiaries for this purposepurpose and has been afforded an opportunity satisfactory to it to discuss the foregoing with management of Purchases. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysisanalysis and the representations and warranties contained herein, and Purchaser: (a) except as otherwise set forth in this Agreement, acknowledges that none of the Company, its Subsidiaries, the Shareholders or any of their respective directors, officers, employees, Affiliates, agents 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 available to Purchaser or its agents or representatives prior to the execution of this Agreement; and (b) understands that the Shares have not been registered under the 1933 Act; and (c) agrees, to the fullest extent permitted by law, that none of Seller or the Company, its Subsidiaries, the Shareholders or any of their respective directors, directors officers, employees, affiliates, controlling personsAffiliates, agents or representatives, will representatives shall have any liability or responsibility whatsoever to Purchaser, its directors, officers, employees, affiliates, controlling persons, agents or representatives Purchaser on any basis (including 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 Purchaser or its directorsprior to the execution of this Agreement, officers, employees, affiliates, controlling persons, agents or representatives (except that the foregoing limitations shall not apply to the Company or any omissions therefrom) except as and only Shareholder to the extent expressly the Company or such Shareholder makes the specific representations and warranties set forth in this Agreement and in the representationsDisclosure Schedule, warranties, covenants and agreements of Seller contained herein and pursuant to the rights to indemnification by Seller provided for herein, but always subject in each case to the limitations and restrictions contained herein in this Agreement and in the Seller Disclosure LetterSchedule.

Investigation by Purchaser. Purchaser has conducted its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Company Subsidiaries (as hereinafter defined) and acknowledges that Purchaser has been provided access to the properties, premises and records of the Company and each the Company Subsidiary Subsidiaries for this purpose. In entering into this Agreement, Purchaser has relied solely upon its own investigation and analysisanalysis and the warranties contained herein, and Purchaser: (a) acknowledges that none of the Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, agents 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 available to Purchaser or their agents or representatives prior to the execution of this Agreement, and (b) agrees, to the fullest extent permitted by law, that none of Seller or its Subsidiariesthe Company, the Company Subsidiaries or any of their respective directors, officers, employees, affiliates, controlling persons, agents or representatives, will representatives shall have any liability or responsibility whatsoever to Purchaser, its directors, officers, employees, affiliates, controlling persons, agents or representatives Purchaser on any basis (including 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 Purchaser or its directorsprior to the execution of this Agreement, officers, employees, affiliates, controlling persons, agents or representatives (or any omissions therefrom) except as and only that the foregoing limitations shall not apply to the Company to the extent expressly the Company makes the specific representations and warranties set forth in Article V of this Agreement and in the representationsCompany Disclosure Letter, warranties, covenants and agreements of Seller contained herein and pursuant to the rights to indemnification by Seller provided for herein, but always subject in each case to the limitations and restrictions contained herein and in the Seller Disclosure Lettertherein.