Common use of Investigation by the Buyer Clause in Contracts

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 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 Business and acknowledges that the Seller has provided the Buyer with access to the personnel, properties, premises and records of the Company Business 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 respective directors, officers, stockholders, employees, Affiliates, controlling persons, 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, controlling persons, agents or representatives, except as and only to the extent expressly set forth herein with respect to the such 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 any of its respective directors, officers, stockholders, employees, Affiliates, controlling persons, agents or representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, Affiliates, controlling persons, 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, controlling persons, 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 except, with regard to the Seller, 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 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 Companies and acknowledges that the Seller has provided the Buyer with access to certain of the personnel, properties, assets, premises and records of the Company Companies for this purpose. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, and the Buyer (ai) 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 CompanyCompanies, their business or operations, 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 Article 5 of this Agreement and subject to the limitations and restrictions contained in this Agreement, and (bii) agrees, to the fullest extent permitted by law, that neither the Seller, nor its Affiliates, agents or representatives their respective officers, directors, shareholders, employees, agents, representatives, successors or assigns 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 Companies set forth in Article 5 of this Agreement, except as and only to the extent expressly set forth in Article 9 and Article 10 herein with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement. As of the date hereof, the Buyer is not aware of any facts, events or circumstances that would cause any of the representations and warranties of the Companies set forth in Article 5 of this Agreement to be untrue or inaccurate in any respect. Section 6.9. Québec Regulation 45-106. Buyer is an “accredited investor” as defined in paragraph (m) of Section 1.1 of the Regulation 45-106 Respecting Prospectus and Registration Exemptions (Québec), implementing the National Instrument 45-106 adopted by the Canadian Securities authorities.

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 Business and acknowledges that the Seller has Sellers have provided the Buyer with access to the personnel, properties, premises and records of the Company Business for this purpose. In entering into this Agreement, the Buyer has relied solely upon its own investigation and analysis, and the Buyer (ai) acknowledges that neither the Seller Sellers nor any of its their Affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the CompanyBusiness or the Purchased Property, or the accuracy or completeness of any of the information provided or made available (or that may be provided or made available after the date hereof) 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 Section 5 of this Agreement and subject to the limitations and restrictions contained in this Agreement, and (bii) agrees, to the fullest extent permitted by law, that neither the Seller, Sellers nor its their 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 tortcontract, under federal or state securities laws tort or otherwise) based upon any information provided or made availableavailable (or that may be provided or made available after the date hereof), 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 Sellers 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.