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 Company and acknowledges that the Seller has provided the Purchaser with the access requested by the Purchaser to the personnel, properties, premises and records of the Company for this purpose. In entering into this Agreement, the Purchaser has relied upon its own investigation and analysis 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 Seller, the 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 Law, that neither the Seller, the 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 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), except in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement 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 review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company Acquired Companies and acknowledges that Parent and the Seller has Existing Stockholder have provided the Purchaser with the access requested by the Purchaser to the personnel, properties, premises and records of each of the Company 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 as well as the representations and warranties of the Seller contained in this Agreement and the Ancillary Agreementsanalysis, and the Purchaser (a) acknowledges that none of the SellerParent, the Company 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 Lawlaw, that neither none of the SellerParent, the Company 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 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 in the case of clauses (a) and (b) as and only to the extent expressly set forth in this Agreement 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 AgreementsAgreement.

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 the Company and acknowledges that the Seller has provided the Purchaser with the access requested analysis were done by the Purchaser and its representatives. The Purchaser acknowledges that it and its representatives have been provided access to the personnel, properties, premises and records of the Company 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 its own investigation the aforementioned investigation, review and analysis as well as the representations and warranties of the Seller contained in this Agreement and the Ancillary Agreementsanalysis, and the Purchaser further: (a) acknowledges that except as set forth herein, none of the Seller, the Company nor Seller or 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 Lawlaw, that neither none of the Seller, the Company nor Seller or 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 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), except in that the case of clauses (a) and (b) as and only foregoing limitations shall not apply to the extent expressly the Seller makes the specific representations and warranties set forth in Section 3 of this Agreement with respect to the representations and warranties of the Seller in Article IV and Agreement, but always subject to the 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 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 Ancillary AgreementsSeller 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.