Investigation by the Buyer. The Buyer is an informed and sophisticated participant in the transactions contemplated by this Agreement and has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and acknowledges that the Seller has provided the Buyer with access to the personnel, properties, premises and records of the Company for this purpose. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, and the Buyer (a) acknowledges that neither the Seller nor any of its Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the Company, or the accuracy or completeness of any of the information provided or made available to the Buyer or its directors, officers, employees, Affiliates, agents or representatives, except as and only to the extent expressly set forth herein with respect to the representations and warranties contained in this Agreement and subject to the limitations and restrictions contained in this Agreement, and (b) agrees, to the fullest extent permitted by law, that neither the Seller, nor its Affiliates, agents or representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, Affiliates, agents or representatives 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 the Buyer or its directors, officers, employees, Affiliates, agents or representatives (or any omissions therefrom), including, without limitation, in respect of the specific representations and warranties of the Seller set forth in this Agreement, except as and only to the extent expressly set forth herein with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement.
Investigation by the Buyer. The Buyer acknowledges and agrees that (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in this Agreement and in any in any Exhibit, Schedule, certificate or other document delivered pursuant hereto or thereto, and (b) none of the Seller nor any of its Affiliates or Representatives has made any representation or warranty with respect to the Business, the Seller or any Subsidiary or any other matter, except as expressly set forth in this Agreement or in any Exhibit, Schedule, certificate or other document delivered pursuant hereto or thereto; provided, however, that, notwithstanding anything to the contrary, the foregoing acknowledgment and agreement shall not limit, in any way, the representations or warranties made by the Seller in Article III or the rights of the Buyer with respect to breaches thereof or inaccuracies therein, or the Buyer’s right to seek any remedy in the event of fraud.
Investigation by the Buyer. Subject to the confidentiality requirements set forth in the Confidentiality and Non-Disclosure Agreement dated October 1, 2015, at all times from the date hereof through and including the Closing or termination of this Agreement in accordance with its terms, the Sellers will give the Buyer and its respective officers, employees, accountants, legal counsel and other representatives reasonable access, during normal business hours, at times mutually agreeable among the parties, to all of the offices, facilities, properties, files, books and records of the Sellers relating to the Business and the Assets and will reasonably provide the Buyer with access to the Sellers’ customers, suppliers and borrowers and to information relating to such customers, suppliers and borrowers. No investigation by, or information furnished to or obtained by, the Buyer or its representatives, whether prior to or following the date of this Agreement, shall modify, limit or otherwise affect the representations and warranties of any Selling Party in this Agreement or any other Transaction Document, or limit the remedies available to the Buyer hereunder.
Investigation by the Buyer. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, the Buyer may, through its representatives (including its counsel, accountants, lenders, and consultants), make such investigations of the properties, offices and operations of the Company and such audit of the financial condition of the Company as it reasonably deems necessary in connection with the transactions contemplated hereby, including any investigations enabling it to familiarize itself with such properties, offices, operations, financial condition and employees; such investigations shall not, however, affect or limit the Company’s or the Sellers’ representations, warranties and agreements hereunder. The Company and the Major Sellers shall permit the Buyer and its authorized representatives to have reasonable access, upon reasonable prior notice, to the premises and to all books and records and Tax Returns of the Company, and the Buyer shall have the right to make copies thereof and excerpts therefrom. In connection with such review, upon notice to the Major Sellers, the Buyer and its representatives may contact and communicate with key employees, suppliers, customers, lenders and creditors of the Company. The Company and the Major Sellers shall timely furnish the Buyer with such financial and operating data and other information with respect to the Company and its operations as the Buyer may from time to time reasonably request.
(b) Representatives of the Buyer shall be entitled to hold meetings and conferences during normal working hours with the Company’s employees upon reasonable notice to the Company, to explain and answer questions about the conditions, policies and benefits of employment in the Buyer’s organization. Further, the Company and the Major Sellers shall cooperate with the Buyer in communicating to the Company’s employees any information concerning employment in the Buyer’s organization and shall encourage the Company’s employees to remain in the employment of the Company after the Closing. The Company shall be entitled to have one or more representatives attend all such meetings.
Investigation by the Buyer. The Buyer acknowledges that it has inspected the Business, the Acquired Assets, and the Subsidiary Assets, and that it has reviewed all documents referred to herein or in the Schedules and Exhibits hereto. The Buyer expressly acknowledges that, except as expressly provided herein or in the Schedules and Exhibits hereto, neither the Seller nor any agent or representative of the Seller has made, and the Seller is not liable for or bound in any manner by, any express or implied warranties, guarantees, promises, statements, inducements, representations or information.
Investigation by the Buyer. The Buyer, assisted by its representatives, has conducted its own independent investigation, review and analysis of the business, assets, condition, operations and prospects of the Company. The Buyer acknowledges that it and its representatives have been provided reasonable access to the properties, premises, records and key employees of the Company for the purpose of such investigation, review and analysis. In entering into this Agreement, the Buyer has solely relied upon its own investigation, review and analysis and the representations and warranties contained in this Agreement and the Related Documents, and the Buyer agrees, to the fullest extent permitted by law, that neither the Company, the Seller nor any of their directors, officers, affiliates or representatives have or will have any liability or responsibility of any kind whatsoever to the Buyer on any basis (including, without limitation, in contract or tort, or otherwise) based upon any information provided or made available, or statements made, to the Buyer prior to the execution of this Agreement, whether pursuant to the offering memorandum or otherwise, except to the extent the Company or the Seller make specific representations and warranties in this Agreement or the Related Documents with respect thereto but always subject to the limitations and restrictions contained in this Agreement and the Related Documents.
(a) In connection with the Buyer’s investigation of the Company, the Buyer has received from the Seller certain estimates, projections and other forecasts, and certain plan and budget information. The Buyer acknowledges that there are uncertainties inherent in attempting to make such projections, forecasts, plans and budgets and that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it, and that the Buyer will not assert any claim against the Company or the Seller or any of their directors, officers, employees, agents, stockholders, affiliates, or representatives, or hold any such persons liable, with respect thereto. Accordingly, the Company and the Seller make no representation or warranty with respect to any estimates, projections, forecasts, plans or budgets.
Investigation by the Buyer. The Buyer has conducted its own independent investigation, verification, review, and analysis of the Payment Rights and prospects for the Apollo Milestone Payment, Apollo Royalty Payment, or Xxxxxxx Milestone Payment. In entering into this Agreement, the Buyer acknowledges that it has relied solely on the aforementioned investigation, verification, review, and analysis and not on any factual representation, warranty, inducement, promise, understanding, omission, condition or opinion of the Seller or any of its Affiliates or respective Representatives.
Investigation by the Buyer. (a) In making the decision to enter into this Agreement and to consummate the Contemplated Transactions, the Buyer has relied solely on its own independent investigations, analysis and evaluation of the Company, the Business, and the representations, warranties, covenants and agreements of the Company and Beneficial Owners set forth in this Agreement. The Buyer acknowledges and agrees that the Beneficial Owners, the Company, and their Affiliates and Representatives, have not made and are not making any representations or warranties whatsoever regarding or relating to the Company, or the Business, express or implied, and the Buyer is not relying and has not relied upon, and the Beneficial Owners shall not have any Liability with respect to, any representations or warranties, or any other information whatsoever (which includes (i) any information provided in any management presentation related to the Contemplated Transactions, (ii) any information communicated by or made available through the due diligence process or (iii) any information or documents contained in the data room), regarding or relating to the Company, or the Business, express or implied, except for the representations and warranties in Article II and Article III of this Agreement.
(b) The Buyer acknowledges that the Beneficial Owners, the Company, and their Affiliates and Representatives, have not made and are not making, and the Buyer is not relying and has not relied upon, any representation or warranty, express or implied, as to the prospects of the Company or its profitability for the Buyer, or with respect to any forecasts, projections or business plans made available to the Buyer (or its Affiliates, officers, directors, managers, employees, agents or Representatives) in connection with the Buyer’s review of the Company.
Investigation by the Buyer. From the date hereof through the Closing Date or until the earlier termination of this Agreement, upon reasonable prior notice, the Seller shall, afford the Buyer reasonable access during normal business hours to the Purchased Assets and the Business for the purpose of inspecting the same, and shall deliver or otherwise make available to the Buyer all financial, operating and other data and information that relates to the Purchased Assets as the Buyer may reasonably request.
Investigation by the Buyer. From the date hereof until the Closing Date the Seller shall cooperate with any investigation by the Buyer with respect to the Acquired Assets and the Business as conducted by the Seller and its Affiliates.
