Kcompany’s Investigation and Reliance Clause Samples

Kcompany’s Investigation and Reliance. Kcompany is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Group Companies, PubCo and the Transactions, which investigation, review and analysis were conducted by Kcompany together with expert advisors, including legal counsel, that they have engaged for such purpose. Kcompany and its Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, books and records of the Group Companies and PubCo and other information that they have requested in connection with their investigation of the Group Companies, PubCo and the Transactions. Kcompany is not relying on any statement, representation or warranty, oral or written, express or implied, made by any Group Company, PubCo or any of their respective Representatives, except as expressly set forth in Article III or Article IV (as modified by the Company Disclosure Schedule). No Group Company, nor PubCo nor any of their respective shareholders, affiliates or Representatives shall have any liability to Kcompany or any of its shareholders, affiliates or Representatives resulting from the use of any information, documents or materials made available to Kcompany or any of its Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. No Group Company, nor PubCo, nor any of their respective shareholders, affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving any Group Company or PubCo.