Common use of Investigation by the Purchaser Clause in Contracts

Investigation by the Purchaser. The Purchaser has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Acquired Companies and acknowledges that Parent and the Existing Stockholder have provided the Purchaser with access to the personnel, properties, premises and records of each of the Acquired Companies for this purpose. In entering into this Agreement, the Purchaser has relied solely upon the representations, warranties and other provisions of the Transaction Documents and its own investigation and analysis, and the Purchaser (a) acknowledges that none of the Parent, the Existing Stockholder or the Acquired Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents 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 the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by law, that none of the Parent, the Existing Stockholder or the Acquired Companies nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to the Purchaser 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 Purchaser 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 Parent and the Existing Stockholder set forth in this Agreement, except as and only to the extent expressly set forth in this Agreement.

Investigation by the Purchaser. The Purchaser has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Acquired Companies Company and acknowledges that Parent and the Existing Stockholder have Seller has provided the Purchaser with the access requested by the Purchaser to the personnel, properties, premises and records of each of the Acquired Companies Company for this purpose. In entering into this Agreement, the Purchaser has relied solely upon the representations, warranties and other provisions of the Transaction Documents and its own investigation and analysisanalysis as well as the representations and warranties of the Seller contained in this Agreement and the Ancillary Agreements, and the Purchaser (a) acknowledges that none of the ParentSeller, the Existing Stockholder or the Acquired Companies Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents 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 the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives, and (b) agrees, to the fullest extent permitted by lawLaw, that none of neither the ParentSeller, the Existing Stockholder or the Acquired Companies Company nor any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives shall have any liability or responsibility whatsoever to the Purchaser 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 Laws or otherwise) based upon any information provided or made available, or statements made, to the Purchaser or its directors, officers, employees, Affiliates, controlling Persons, agents or representatives (or any omissions therefrom), including, without limitation, except in respect the case of the specific representations clauses (a) and warranties of Parent and the Existing Stockholder set forth in this Agreement, except (b) as and only to the extent expressly set forth in this AgreementAgreement with respect to the representations and warranties of the Seller in Article IV and subject to the limitations and restrictions contained in this Agreement and the Ancillary Agreements.

Investigation by the Purchaser. The Purchaser has conducted its own independent investigation, review and analysis of the businessBusiness and the Assets, operationswhich investigation, technology, assets, liabilities, results of operations, financial condition review and prospects of analysis were done by the Acquired Companies Purchaser and its representatives. The Purchaser acknowledges that Parent it and the Existing Stockholder its representatives have been provided the Purchaser with access to the personnel, properties, premises and records of each of the Acquired Companies Business for this such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied relied, and shall be entitled to rely, solely upon the representationsaforementioned investigation, warranties and other provisions of the Transaction Documents and its own investigation review and analysis, and the Purchaser further: (a) acknowledges that except as set forth herein, none of the Parent, the Existing Stockholder Seller or the Acquired Companies nor any of their respective its directors, officers, shareholders, employees, Affiliatesaffiliates, controlling Personspersons, agents agents, 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 the Purchaser or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents or representatives, ; and (b) agrees, to the fullest extent permitted by law, that none of the Parent, the Existing Stockholder Seller or the Acquired Companies nor any of their respective its directors, officers, employees, Affiliatesshareholders, affiliates, controlling Personspersons, agents agents, advisors or representatives shall have any liability or responsibility whatsoever to the Purchaser or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, 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 mademade (including, without limitation, in materials furnished by the Seller, in presentations by the Seller's management or otherwise), to the Purchaser or its directors, officers, employees, Affiliatesaffiliates, controlling Personspersons, agents or representatives on any basis (or any omissions therefrom), including, without limitation, in respect of except that the foregoing limitations shall not apply to the extent the Seller makes the specific representations and warranties of Parent and the Existing Stockholder set forth in Section 3 of this Agreement, except as and only but always subject to the extent expressly limitations and restrictions contained herein. The Purchaser also agrees and understands that, except for the representations and warranties set forth in Section 3 of this Agreement, there are no representations or warranties whatsoever, express or implied, given by the Seller, as to the condition, quality, merchantability or fitness of any of the Assets, and all such assets shall be "as is, "where is" and "with all faults". Purchaser agrees and understands that the Seller shall not be liable for any loss, liability or damage suffered or incurred by the Purchaser resulting from any event relating to a breach of any representation or warranty if the Purchaser or any of its directors, officers, shareholders, employees, affiliates, controlling persons, agents, advisors or representatives had knowledge on or before the Closing Date of such event.