No Inducement or Reliance; Independent Assessment. (a) With respect to the Wireline Communications Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate of Seller, or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller that are not expressly set forth in this Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orally, and none of Seller, any Affiliate of Seller, or any agent, employee, attorney, other representative of Seller or other Person shall have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any such information, including any information, documents or material made available in any data rooms or management presentations or in any other form in expectation of the transactions contemplated hereby.
(b) Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Wireline Communications Business and is sufficiently experienced to make an informed judgment with respect thereto. Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Wireline Communications Business or its profitability for Buyer, or with respect to any forecasts, projections or plans of the Wireline Communications Business prepared by or on behalf of Seller and delivered to Buyer, its Affiliates or Buyer’s or one of its Affiliate’s directors, officers, employees, agents, representatives or advisors in connection with the Wireline Communications Business and the negotiation and the execution of this Agreement.
(c) For the avoidance of doubt, the express representations and warranties pursuant to this Section 4 shall remain unaffected.
No Inducement or Reliance; Independent Assessment. (a) With respect to the Shares, the Company, the Business or any other rights or obligations to be transferred under or pursuant to this Agreement, Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller or any of its Affiliates, or any agent, employee, attorney or other representative of Seller or any such Affiliate representing or purporting to represent any of them that are not expressly set forth in this Agreement, whether or not any such representations, warranties or statements were made in writing or orally, and neither Seller nor any of its respective Affiliates, or any agent, employee, attorney, other representative of Seller or any other Person shall have or be subject to any liability to Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including any information, documents or material made available in any “data rooms” or management presentations or in any other form in expectation of the transactions contemplated hereby.
(b) Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement or in any Seller Document, it is purchasing the Shares, the Company and the Business “as-is,” “where-is” and with all faults. Purchaser is familiar with the Shares, the Company and the Business and has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Purchaser acknowledges that, except as explicitly set forth herein, neither Seller nor any of its Affiliates has made any warranty, express or implied, as to the prospects of the Business or its profitability to or for Purchaser or any Affiliate, or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Purchaser or any Affiliate in connection with the review by Purchaser of the Company and the Business and the negotiation and the execution of this Agreement.
No Inducement or Reliance; Independent Assessment. (a) Such Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller (or its Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in Article III hereof, whether or not any such representations, warranties or statements were made in writing or orally.
(b) Such Buyer acknowledges that Seller (or its Affiliates, officers, directors, employees, agents or representatives) does not make, will not make and has not made any representation or warranty, express or implied, as to the prospects of the Assets or their profitability for such Buyer, or with respect to any forecasts, projections or business plans made available to such Buyer (or its Affiliates, officers, directors, employees, agents or representatives) in connection with such Buyer’s review of the Assets.
No Inducement or Reliance; Independent Assessment. (a) Such HP Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Seller that are not expressly set forth herein, whether or not any such representations, warranties or statements were made in writing or orally.
(b) Such HP Purchaser (i) is a sophisticated investor with respect to the Shares and has such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of entering into this Agreement and the transactions contemplated hereby, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the HP Shares, (iii) has independently and without reliance upon the Seller, and based on such information and the advice of such advisors as such HP Purchaser has deemed appropriate, conducted its own analysis and due diligence and independently obtained such information as it deems necessary in order to make an informed investment decision with respect to the HP Shares it is acquiring, (iv) is able to bear the risks attendant to the transactions contemplated hereby and is able, without impairing the HP Purchaser’s financial condition, to hold the HP Shares for an indefinite period of time and to suffer a complete loss of the HP Purchaser’s investment, and (v) is dealing with Seller on a professional arm’s-length basis and neither Seller nor any of its Affiliates is acting as a fiduciary or advisor to such HP Purchaser with respect to this Agreement or any of the transactions contemplated hereby.
No Inducement or Reliance; Independent Assessment. (a) With respect to the Acquired Assets, the Assumed Liabilities, Seller’s VBT Business or any rights or obligations to be transferred hereunder pursuant hereto, neither Purchaser nor BMI has been induced by or has relied upon any representations, warranties or statements, whether express or implied, made by Novoste or any Subsidiary, or any agent, employee, attorney or other representative of Novoste or any Subsidiary representing or purporting to represent Novoste or any Subsidiary that are not expressly set forth in this Agreement (including the schedules hereto), whether or not any such representations, warranties or statements were made in writing or orally.
(b) Purchaser and BMI each acknowledge that, except as explicitly set forth in this Agreement, neither Novoste nor any Subsidiary has made any warranty, express or implied, as to the prospects of Seller’s VBT Business or its revenues, margins, incomes or other metrics for Purchaser or BMI, or with respect to any forecasts, projections or business plans prepared by or on behalf of Novoste or any Subsidiary and delivered to Purchaser or BMI in connection with Purchaser’s or BMI’s review of the Acquired Assets, Assumed Liabilities, Seller’s VBT Business or the negotiations, execution and delivery by Purchaser and/or BMI of this Agreement.
No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business and any other rights or obligations to be transferred hereunder or under the Collateral Agreements or pursuant hereto or thereto, neither Parent nor Buyer has been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Seller, any Affiliate or any agent, employee, attorney or other representative of Seller or by any other Person representing or purporting to represent Seller, that are not expressly set forth in this Purchase Agreement or in the Collateral Agreements (including the Schedules and Exhibits hereto and thereto), whether or not any such representations, warranties or statements were made in writing or orally.
(b) Each of Parent and Buyer acknowledges that it has made its own assessment of the present condition and the future prospects of the Business and is sufficiently experienced to make an informed judgment with respect thereto. Each of Parent and Buyer further acknowledges that neither Seller nor any Affiliate of Seller has made any warranty, express or implied, as to the future prospects of the Business or its profitability for Parent or Buyer or with respect to any forecasts, projections or business plans prepared by or on behalf of Seller and delivered to Buyer in connection with the Business and the negotiation and the execution of this Purchase Agreement.
No Inducement or Reliance; Independent Assessment. (a) Seller has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Buyer or its Affiliates or Representatives that are not expressly set forth in Article VI (including the Buyer Disclosure Schedule), whether or not any such representations, warranties or statements were made in writing or orally.
(b) Without limiting the foregoing, none of Buyer or its Affiliates or Representatives makes, will make or has made any representation or warranty, express or implied, with respect to any information made available to Seller or any other Person (including Seller’s Affiliates or Representatives) in connection with Seller’s review of the Transactions.
(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THE REPRESENTATIONS AND WARRANTIES IN ARTICLE VI, OR IN THE LIMITED GUARANTEE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES MADE BY BUYER OR ITS AFFILIATES.
No Inducement or Reliance; Independent Assessment. Buyer and its Affiliates [***].
No Inducement or Reliance; Independent Assessment. With respect to Purchased Assets or any other rights or obligations to be transferred hereunder, the Purchaser has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Seller, any of its Affiliates, or any agent, employee, attorney or other representative of the Seller representing or purporting to represent the Seller that are not expressly set forth herein (including the schedules and exhibits hereto), whether or not any such representations, warranties or statements were made in writing or orally, and, in the absence of fraud, neither the Seller, any Affiliates of the Seller, or any agent, employee, attorney, other representative of the Seller or any other Person will have or be subject to any Liability to the Purchaser or any other Persons resulting from the distribution to the Purchaser, or the Purchaser’s use of, any such information, including any information, document or material made available to the Purchaser in expectation of the transactions contemplated by this Agreement.
No Inducement or Reliance; Independent Assessment. (a) Seller has not been induced by and has not relied upon any representations or warranties whether express or implied, made by Merger Sub, Merger Sub 2, or Parent (or their respective Affiliates, officers, directors, employees, agents or representatives) that are not expressly set forth in this Agreement or the Ancillary Agreements, whether or not any such representations or warranties were made in writing or orally.
(b) Except for those representations and warranties expressly made by Merger Sub, Merger Sub 2, or Parent in this Agreement or the Ancillary Agreements, Seller acknowledges that none of Merger Sub, Merger Sub 2, Parent, their respective Subsidiaries, or their respective Affiliates, officers, directors, employees, agents or representatives makes, will make or has made any representation or warranty, express or implied, as to the prospects of Parent or any of its Subsidiaries or their respective profitability for Seller, or with respect to any forecasts, projections or business plans made available to Seller (or its Affiliates, officers, directors, employees, agents or representatives) in connection with Seller’s review of Parent and its Subsidiaries. Notwithstanding anything to the contrary herein, nothing in this Section 4.11 shall preclude Seller from asserting claims for Fraud against Merger Sub, Merger Sub 2, or Parent. For the avoidance of doubt, Seller acknowledges and agrees that neither Xxxxxx Sub, Merger Sub 2, nor Parent, nor their respective Affiliates, officers, directors, employees, agents or representatives, shall have any liability under this Agreement with respect to any information concerning Merger Sub, Merger Sub 2, Parent or any Subsidiary of Merger Sub, Merger Sub 2, or Parent not expressly represented and warranted to in this Agreement or the Ancillary Agreements, including, but only to the extent not also expressly represented and warranted to in this Agreement or the Ancillary Agreements, (a) any information regarding Merger Sub, Merger Sub 2, Parent or any Subsidiary of Merger Sub, Merger Sub 2, or Parent provided at any management presentation related to the Contemplated Transactions or (b) any information communicated by or made available through the data room process.
