Investigation; No Reliance. Buyer acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning Parent, the Seller, the Transferred Companies, the Purchased Shares, the Business and the transactions contemplated by this Agreement and any other assets, rights or obligations to be transferred hereunder or pursuant hereto. Except for the specific representations and warranties expressly made by each of Parent and the Seller in ARTICLE III or any Transaction Agreement: (i) Buyer acknowledges and agrees that (a) Parent, the Seller, the Transferred Companies, and their respective Affiliates and Representatives are not making and have not made any representation or warranty, expressed or implied, at law or in equity, in respect of the Purchased Shares, Parent, the Seller, the Transferred Companies, the Business, or any of Parent’s, the Seller’s or the Transferred Companies’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the Business, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or other information (financial or otherwise) regarding Parent, the Seller, the Transferred Companies or the Business furnished to Buyer or its Representatives or made available to Buyer and its Affiliates or Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the transactions contemplated hereby, or in respect of any other matter or thing whatsoever (except, in each case, to the extent addressed in a representation in this Agreement), and (b) no officer, agent, representative or employee of Parent, the Seller, the Transferred Companies or any of their respective Affiliates and Representatives has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement; (ii) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by Parent, the Seller, the Transferred Companies and their respective Affiliates and Representatives, and acknowledges and agrees that Parent, the Se...
Investigation; No Reliance. 47 ARTICLE 6.
Investigation; No Reliance. THE ACQUIROR ACKNOWLEDGES AND AGREES THAT IT HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING THE SELLERS, THE COMPANY, THE TRANSFERRED ENTITIES, THE BUSINESS ASSETS, THE SHARES, THE BUSINESS AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE ASSUMED LIABILITIES AND ANY OTHER ASSETS, RIGHTS OR OBLIGATIONS TO BE TRANSFERRED HEREUNDER OR PURSUANT HERETO. EXCEPT FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE SELLERS IN ARTICLE III OF THIS AGREEMENT, IN ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT AND IN THE ANCILLARY AGREEMENTS, AND EXCEPT FOR ANY ACTION IN RESPECT OF FRAUD OR INTENTIONAL MISCONDUCT, (I) THE ACQUIROR ACKNOWLEDGES AND AGREES THAT (A) THE SELLERS ARE NOT MAKING AND HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS ASSETS, THE SHARES, THE BUSINESS, THE SELLERS, THE SELLERS’ AFFILIATES, OR ANY OF THE SELLERS’ OR THEIR AFFILIATES’ RESPECTIVE BUSINESSES, ASSETS, LIABILITIES, OPERATIONS, PROSPECTS, OR CONDITION (FINANCIAL OR OTHERWISE), INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY ASSETS, THE NATURE OR EXTENT OF ANY LIABILITIES, THE PROSPECTS OF THE BUSINESS, THE EFFECTIVENESS OR THE SUCCESS OF ANY OPERATIONS, OR THE ACCURACY OR COMPLETENESS OF ANY CONFIDENTIAL INFORMATION MEMORANDA, DOCUMENTS, PROJECTIONS, MATERIAL OR OTHER INFORMATION (FINANCIAL OR OTHERWISE) REGARDING THE BUSINESS, THE SELLERS OR THE SELLERS’ AFFILIATES FURNISHED TO THE ACQUIROR OR ITS REPRESENTATIVES OR MADE AVAILABLE TO THE ACQUIROR AND ITS REPRESENTATIVES IN ANY “DATA ROOMS,” “VIRTUAL DATA ROOMS,” MANAGEMENT PRESENTATIONS OR IN ANY OTHER FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTIONS CONTEMPLATED HEREBY, OR IN RESPECT OF ANY OTHER MATTER WHATSOEVER, AND (B) NO OFFICER, AGENT, REPRESENTATIVE OR EMPLOYEE OF THE BUSINESS, THE SELLERS OR ANY OF THE SELLERS’ AFFILIATES HAS ANY AUTHORITY, EXPRESS OR IMPLIED, TO MAKE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT; (II) THE ACQUIROR SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR HAS RELIED UPON ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, AND ACKNOWLEDGES AND AGREES THAT THE SELLERS HAVE SPECIFICALLY DISCLAIMED AND DO HEREBY SPECIFICALLY DISCLAIM ANY SUCH OTHER REPRESENTATION OR WARRANTY MADE BY ANY PERSON; (III) THE ACQUIROR ...
Investigation; No Reliance. Each of the Contributor and the Company acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon and on the representations and warranties in Article IV, has formed an independent judgment concerning Acquiror and its Affiliates, and its or their business, and the Transactions and any other assets, rights or obligations to be transferred hereunder or pursuant to the Transaction Agreements. Except for the specific representations and warranties expressly made by Acquiror in Article IV of this Agreement, (i) each of the Contributor and the Company acknowledges and agrees that (a) neither Acquiror nor any other Person is making and has not made any other express or implied representation or warranty in respect of Acquiror or its Affiliates, or its or their business, or the Transactions and any other rights or obligations to be transferred hereunder or pursuant to the Transaction Agreements, and each of the Contributor and the Company disclaims any other representations or warranties, whether made by Acquiror or any of its Affiliates or Representatives, (b) except for the representations and warranties expressly contained in Article IV of this Agreement, Acquiror and its Affiliates and Representatives have disclaimed all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Contributor, the Company or their respective Affiliates or Representatives, including with respect to merchantability or fitness for any particular purpose (including any opinion, information, projection, or advice that may have been or may be provided to the Contributor or the Company by any director, officer, employee, agent, consultant, or representative of Acquiror or any of its Affiliates) and (c) Acquiror and its Affiliates and Representatives make no representations or warranties to the Contributor or the Company regarding the probable success or profitability of the Company or its Affiliates, or its or their business, and (ii) each of the Contributor and the Company specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that Acquiror and its Affiliates and Representatives have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person.
