Investigation; No Additional Representations. Buyer acknowledges and agrees that: (a) it has completed to its satisfaction its own due diligence review with respect to the Acquired Assets and it is entering into the transactions contemplated by this Agreement based on such investigation and, except for the specific representations and warranties made by Seller in ARTICLE II, it is not relying upon any other representation or warranty of Seller or any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof, nor upon the completeness or accuracy of any other information, record, projection or statement made available or given to Buyer in the performance of such investigation (or any omissions therefrom), (b) it has had access to its full satisfaction to such information as it has requested, and (c) it has had such opportunity to seek accounting, legal, tax or other advice or information in connection with its entry into this Agreement and the other documents referred to herein relating to the consummation of the transactions contemplated hereby and thereby as it has seen fit. The foregoing acknowledgment regarding Buyer’s due diligence review and access to advisors and information, however, does not modify, limit or otherwise alter the representations and warranties made by Seller in ARTICLE II or Buyer’s recourse for any breach of such representations and warranties. Notwithstanding anything to the contrary contained herein, (i) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof shall be deemed to make to Buyer any representation or warranty, expressed or implied, written or oral, other than as expressly made by Seller in ARTICLE II and (ii) neither Seller nor any Affiliate, officer, director, employee, consultant, agent, advisor or other representative thereof makes any representation or warranty to Buyer (including, with respect to the accuracy or completeness thereof) with respect to (A) any projections, estimates or budgets, (B) the performance of any of the Subject Antibodies or (C) any other information or documents (financial or otherwise), other than as expressly made by Seller in ARTICLE II.
Investigation; No Additional Representations. Neither the Buyer nor the Sellers has made, or is making, any representation, warranty, covenant or agreement, express or implied, with respect to the matters contained in this Agreement other than the explicit representations, warranties, covenants and agreements set forth herein. The Buyer acknowledges and agrees that it (a) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Transferred Companies, and (b) has been furnished with or given adequate access to such information about the Transferred Companies as it has requested.
Investigation; No Additional Representations. In entering into this Agreement, each of the Moneda Shareholders and the Company acknowledges and agrees, without limiting its right to rely on the representations, warranties, covenants and agreements contained herein, that it (a) has conducted its own independent investigation, review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of PIL and (b) has had access to publicly available information as filed with the SEC by PIL, received management presentations on selected matters requested by the Company and opportunities to ask questions of PIL’s senior executives as to the business, assets, condition, operations and prospects of PIL and (c) has such knowledge and experience as to be aware of the risks and uncertainties inherent in the holding of capital stock of PIL as contemplated by this Agreement and the Ancillary Agreements, and has independently made its own analysis and decision to enter into this Agreement. Notwithstanding anything in this Agreement to the contrary, each Moneda Shareholder and the Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article 4 (Representations and Warranties of PIL and PIL Uruguay), none of PIL, any of its Affiliates, their Agents, nor any other Person on behalf of any of them, makes or shall be deemed to make any representation or warranty to the Moneda Shareholders, the Moneda Entities or any other Person with respect to PIL or the Transactions, express or implied, at law or in equity (including any implied warranty or representation as to the business of PIL, or the value, condition, merchantability or suitability or non-infringement of intellectual property as to any of the assets of PIL). It is understood that any estimates, forecasts, projections or other predictions, or multiple of earnings, revenues or other financial measure and any other information or materials that have been or shall hereafter be provided or made available to such Moneda Shareholder or any of its Affiliates or their respective Agents (including in any presentation by PIL, any of its Affiliates, their respective Agents or otherwise), are not, and shall not be deemed to be, representations and warranties of PIL or any of its Affiliates or any of their respective Agents. Each Moneda Shareholder hereby expressly disclaims (and shall cause its Affiliates, shareholders and any other interest holder...
Investigation; No Additional Representations. Buyer and Parent, in entering into this Agreement, are relying solely on the representations and warranties set forth in this Agreement and, except as expressly set forth in this Agreement (as modified by the Seller Disclosure Letter), Seller and the Company have made no representation or warranty, express or implied, at Law or in equity, with respect to the Company or its business or financial condition or any of its assets, Liabilities or operations, including as to (a) any information made available to Buyer, Parent or their Representatives in the CIM, or (b) any projections, business plans or budgets of the Company.
Investigation; No Additional Representations. The Company and its Affiliates acknowledge that neither the Parent nor the Merger Subsidiary has made, nor shall either be deemed to have made, any representation or warranty, express or implied, with respect to itself, its business or the transactions contemplated by this Agreement, other than those explicitly set forth in Article VI and Article VII of this Agreement.
Investigation; No Additional Representations. The Sellers and the Company and their Affiliates have not made and are not making any representation, warranty, covenant or agreement, express or implied, with respect to the matters contained in this Agreement other than the explicit representations, warranties, covenants and agreements of the Sellers and the Company set forth herein. The Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Business and the Target Companies, and (ii) will not assert, except pursuant to Section 11, any claim against the Sellers or any of their respective partners, directors, officers, employees, agents, stockholders, consultants, investment bankers, brokers, representatives or controlling persons, or any Affiliate of any of the foregoing, or hold the Sellers or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information furnished by the Company, the Sellers or such persons concerning the Business, the Target Companies, this Agreement or the transactions contemplated hereby.
Investigation; No Additional Representations. The Sellers and the Company have not made and are not making any representation, warranty, covenant or agreement, express or implied, with respect to the matters contained in this Agreement other than the explicit representations, warranties, covenants and agreements set forth herein. The Buyer acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Business and the Steel Heddle Companies; (ii) has been furnished with or given adequate access to such information about the Business and the Steel Heddle Companies as it has requested, and (iii) will not assert, after the Closing, except pursuant to Section 3.2.2 or Section 11, any claim against the Sellers or any of their respective partners, directors, officers, employees, agents, stockholders, consultants, investment bankers, brokers, representatives or controlling Persons, or any Affiliate of any of the foregoing, or hold
Investigation; No Additional Representations. Company, in entering into this Agreement, is relying solely on the representations and warranties of Parent and Merger Sub set forth in Article IV of this Agreement and, except as expressly set forth in Article IV of this Agreement, Parent and Merger Sub have made no representation or warranty, express or implied, at law or in equity, with respect to Parent, Merger Sub or their Affiliates or any of their respective businesses or financial conditions, assets, liabilities or operations, or the past, current or future profitability or performance of their respective businesses or any other matter, including with respect to: (i) any information, written or oral and in any form provided, made available to Company or any of its Representatives in “data rooms” (including online data rooms), management presentations, functional “break-out” discussions, oral or written responses to questions submitted on behalf of Parent or other communications between Company or any of its Representatives, on the one hand, and Parent or any of its Representatives, on the other hand; (ii) any projections, estimates, business plans or budgets delivered to or made available to Company or any of its Representatives, or which is made available to Company or any of its Representatives after the date hereof, or future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent or any of its Affiliates; (iii) the operation of Parent or any of its Affiliates after the Closing in any manner; (iv) the probable success or profitability of the ownership, use or operation of Parent or its Affiliates after the Closing; (v) the accuracy or completeness of any other information, written or oral and in any form provided, or documents previously made available or which is made available after the date hereof to Company or any of its Representatives with respect to Parent or any of its Affiliates or other related matters, whether in expectation of the transactions contemplated by this Agreement or otherwise; or (vi) any other information, written or oral and in any form provided, or documents previously made available or which are made available after the date hereof, to Company or any of its Representatives with respect to Parent, any of its Affiliates, or other related matters, whether in expectation of the transactions contemplated by this Agreement or otherwise.
Investigation; No Additional Representations. In entering into this Agreement, Seller acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV, none of SPV, [***], [***] Feeder or any of their respective Affiliates nor any other Person on behalf of any of them, makes or shall be deemed to make any representation or warranty to the Seller or any other Person with respect to the Transaction, express or implied, at law or in equity (including as to the accuracy or completeness of any of the information provided or made available to the Seller or any of its agents, representatives, or Affiliates prior to the execution of this Agreement) and the Seller hereby disclaims any such representation or warranty, whether by SPV, [***], [***] Feeder, their respective Affiliates or any other Person, notwithstanding the delivery or disclosure to the Seller or any of its or its Affiliates’ officers, directors, employees, agents or representatives or any other Person, of any documentation or other with respect to the foregoing.
Investigation; No Additional Representations. Buyer (a) has made its own independent inquiry and investigation into, and has been offered the opportunity to ask questions and request additional information regarding, the Membership Interests and the Company, in each case as Buyer has deemed necessary, and based thereon has formed an independent judgment concerning the Membership Interests and the Company, and (b) to the extent it has deemed appropriate, has addressed in this Agreement any matters arising out of its inquiry and investigation and the information provided to it. The Buyer acknowledges that none of the Sellers, the Company, any of their Affiliates, or any of their respective Representatives has made or shall be deemed to have made, and that the Buyer has not relied on, any representation, warranty, covenant, or agreement, express or implied, with respect to the Membership Interests or the Company, or the transactions contemplated hereby, other than the respective representations, warranties, covenants, and agreements of the Sellers and the Company that are expressly set forth in this Agreement. ARTICLE 6
