Investigation; Limitation on Warranties. (a) Each of Parent and Xxxxxx Sub acknowledges and agrees that it has made its own inquiry and investigations into the Company, its Subsidiaries and the Assets.
Investigation; Limitation on Warranties. (a) Jazz acknowledges and agrees that none of Azur or any of the other Azur Group Entities, nor any other Person acting on behalf of any of Azur, any of the other Azur Group Entities or any of their respective Affiliates or Representatives has made any representation or warranty to Jazz or any of its Representatives, express or implied, as to the accuracy or completeness of any information regarding Azur or any of its Subsidiary or their respective businesses or assets, except as set forth in this Agreement or (including the Azur Disclosure Schedule). Jazz further agrees that no Indemnitor will have or be subject to any liability to Jazz, Azur, or their respective Affiliates or their Representatives resulting from the distribution or use by Jazz, Azur, any Affiliate thereof or any of their agents, consultants, accountants, counsel or other representatives of the Confidential Information Memorandum prepared by Lazard Middle Market LLC, sent to Jazz on May 20, 2011 and any legal opinions, memoranda, summaries or any other information, document or material made available to Jazz or its Affiliates or representatives in certain “data rooms,” management presentations or any other form otherwise provided in expectation of the transactions contemplated by this Agreement, in each case except to the extent such information, document or material is the subject of a representation or warranty contained in this Agreement. Notwithstanding anything to the contrary, nothing in this Section 4.7(a) or elsewhere in this Agreement shall relieve any Person from liability with respect to fraud.
Investigation; Limitation on Warranties. (a) Parent and Merger Sub acknowledge and agree that none of the Company or any of its Non-Recourse Parties has made, and none of them is making, any representation or warranty whatsoever, express or implied, as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or their respective business or assets, except for the representations and warranties expressly made by the Company in ARTICLE III, including the related Sections of the Disclosure Schedule, and any certificate delivered to Parent or Merger Sub hereunder and the representations and warranties expressly made by the Company and/or its applicable Non-Recourse Parties in any Related Agreement (including any representations and warranties expressly and specifically made by the Fully-Diluted Stockholders in their respective Letters of Transmittal, Option Cancellation Agreements and Warrant Cancellation Agreements, as applicable) (such representations and warranties, the “Company Specified Representations”). Parent and Merger Sub further agree that (i) none of the Company or any of its Non-Recourse Parties will be subject to any liability to Parent or Merger Sub or any other Person resulting from the distribution or use by Parent, Merger Sub or any of their respective Affiliates or any of their agents, consultants, accountants, counsel or other representatives of any such information, including the Management Presentation presented on September 18, 2019, and any legal opinions, memoranda, summaries or any other information, document or material made available to Parent, Merger Sub or any of their respective stockholders, directors, officers, agents, representatives or Affiliates in certain “data rooms,” sales memoranda, management presentations or otherwise provided in expectation of the transactions contemplated by this Agreement, (ii) neither the Company nor any of its Non-Recourse Parties is making any representation or warranty, express or implied, as to the accuracy or completeness of any such information, and (iii) neither Parent nor Merger Sub nor any of their respective stockholders, directors, officers, agents, representatives or Affiliates has relied or will rely upon the accuracy or completeness of any such information or any other express or implied representation, warranty or statement of any nature made or provided by or on behalf of the Company or any of its Non-Recourse Parties. Except with respect to breaches of any Company Specified Repres...
Investigation; Limitation on Warranties. (a) Purchaser acknowledges and agrees that neither Seller, nor any other Person acting on behalf of Seller or any of its Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, the Business or the Purchased Assets, except as expressly set forth in this Agreement, the Related Agreements or as and to the extent required by this Agreement to be set forth in the Disclosure Schedule. Purchaser further agrees that neither Seller nor any other Person absent fraud and/or intentional misrepresentation, will have or be subject to any liability to Purchaser or any other Person resulting from the distribution or use by Purchaser, any of its Affiliates or any of their respective directors, officers, employees, agents, consultants, accountants, counsel or other representatives of any such information, and any legal opinions, memoranda, summaries or any other information, document or material made available to Purchaser or its Affiliates or representatives in certain “data rooms,” management presentations or any other form otherwise provided in expectation of the transactions contemplated by this Agreement.
Investigation; Limitation on Warranties. (A) The Buyer acknowledges and agrees that neither the Company nor any of its Subsidiaries, nor any other Person acting on behalf of the Company or any of their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or any of its Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Schedules. The Buyer further agrees that no Stockholder or any other Person will have or be subject to any liability to the Buyer or any other Person, nor will the Buyer or any other Person be entitled to make an indemnification claim, resulting from the distribution or use by the Buyer, any Affiliate thereof or any of their Representatives of any such information and any legal opinions, memoranda, summaries or any other information, documents or materials made available to the Buyer or its Affiliates or Representatives in the Data Room, certain management presentations or any other form otherwise provided in expectation of the transactions contemplated by this Agreement.
Investigation; Limitation on Warranties. Such Seller is relying on its own investigation and analysis in entering into the transactions contemplated hereby. Such Seller is knowledgeable about the industries in which Buyer and its Affiliates operate and is capable of evaluating the merits of the transactions contemplated by this Agreement. Such Seller acknowledges and agrees that it is consummating the transactions contemplated by this Agreement without any representation or warranty, express or implied, by any Person, except as expressly set forth in the representations and warranties in Article V, in the Related Agreements and in any certificate delivered hereunder or thereunder.
Investigation; Limitation on Warranties. Buyer Parties acknowledge and agree that they are sophisticated buyers, familiar with the Purchased Assets and the Business, and, except for the representations and warranties of Seller Parties contained in Article 4 of this Agreement (in each instance subject to the terms, conditions, and limitations contained in Article 4), that Buyer Parties are purchasing the Purchased Assets without reliance on any representations, warranties, or guarantees, whether express or implied, of any kind, nature, or type whatsoever from or on behalf of Seller Parties, any of their officers, directors, members, managers, shareholders, employees, representatives, or agents, any Affiliates of the foregoing, or any other Person.
Investigation; Limitation on Warranties. (a) Holdings acknowledges and agrees that neither Buyer nor any of its Affiliates, nor any other Person acting on behalf of Buyer or any of their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Buyer or any of its Affiliates or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Buyer Disclosure Schedule.
Investigation; Limitation on Warranties. (a) Buyer acknowledges and agrees that neither Holdings nor any of the Vidara Companies, nor any other Person acting on behalf of Holdings or any of their respective Affiliates or representatives has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Holdings or any of the Vidara Companies or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Vidara Disclosure Schedule.
Investigation; Limitation on Warranties. (a) In connection with its determination to enter into this Agreement and the Related Agreements and to consummate the transactions contemplated hereby and thereby, Buyer and its Representatives have received or been given access to all information, books and records, facilities and other assets of the Company and its Subsidiaries as it has deemed necessary and have been afforded adequate opportunity to meet with, ask questions of and receive answers from the management of Seller, the Company and its Subsidiaries.
