No Inducement or Reliance; Independent Assessment. (a) With respect to the Purchased Assets, the Business or any other rights or obligations to be transferred hereunder or under the Transition Agreements or pursuant hereto or thereto, Purchaser 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 representing or purporting to represent Seller that are not expressly set forth herein, any other Seller Documents or in the Transition Agreements (including the Schedules and Exhibits hereto and thereto and any other Seller Documents), 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 Purchaser or any other Person resulting from the distribution to Purchaser, or Purchaser’s use of, any such information, including management presentations and investment banker books relating to the Business and 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.
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.
No Inducement or Reliance; Independent Assessment. (a) Neither Parent nor Merger Sub has been induced by or has relied upon any representations, warranties or statements, whether express or implied and whether oral or written, that are not expressly set forth in Article III (including the Company Disclosure Schedules), in any certificate delivered by the Company pursuant to Section 6.3(c) of this Agreement, by the Unitholders’ Representative in Section 9.1(e) or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered by such Equityholder pursuant to this Agreement. Neither the Company nor any of the Unitholders or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Company Parties”) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company, any of its Subsidiaries or the Contemplated Transactions except for the representations and warranties made by the Company as expressly set forth in Article III, as set forth in any certificate delivered by the Company pursuant to Section 6.3(c) of this Agreement, by the Unitholders’ Representative as set forth in Section 9.1(e) or by an Equityholder in a Letter of Transmittal or Option Payment Letter delivered pursuant to this Agreement, and, except as expressly set forth in this Agreement none of the Company Parties will have or be subject to any liability to Parent, Merger Sub or any other Person resulting from the distribution to Parent, Merger Sub or any of their respective Affiliates, officers, directors, employees, advisors, agents or representatives (collectively, the “Parent Representatives”), or the use by Parent, Merger Sub or any of the Parent Representatives, of any information (including publications or data room information), in any form provided to Parent, Merger Sub or any of the Parent Representatives in connection with the Contemplated Transactions. Parent is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and its Subsidiaries and the Contemplated Transactions, which investigation, review and analysis were conducted by Parent together with expert advisors, including legal counsel, that it has engaged for such purpose and, in making the determination to enter into this Agreement and to proceed with the Contemplated Transactions, Parent and Merger Sub have relied on the results of their own independent investigati...
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.
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.
No Inducement or Reliance; Independent Assessment. (a) Buyer has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by the Sellers, the Companies or any of their respective Affiliates, officers, managers, directors, employees, agents or Representatives (collectively, the “Company Parties”), except for the representations and warranties of the Sellers expressly set forth in Article III and Article IV, whether or not any such representations, warranties or statements were made in writing or orally. Buyer represents and warrants that Buyer has not relied or is not relying upon any representation or warranty, express or implied, oral or written, including any implied warranty of merchantability or of fitness for a particular purpose, as to the accuracy or completeness of any information regarding the Companies or the Contemplated Transactions except for the representations and warranties of the Sellers expressly set forth in Article III and Article IV, and none of the Company Parties will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its Representatives, or the use by Buyer or its Representatives, of any information, including publications, any confidential information memorandum or data room information provided to Buyer or its Representatives, or any other document or information in any form provided to Buyer or its Representatives in connection with the Contemplated Transactions. Buyer acknowledges that it has inspected and conducted, to its satisfaction, its own independent investigation of the Companies and, in entering into this Agreement, Buyer has relied on the results of its own independent investigation and analysis.
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.
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.
No Inducement or Reliance; Independent Assessment. Buyer and its Affiliates [***].
No Inducement or Reliance; Independent Assessment. (a) Notwithstanding anything to the contrary contained in this Agreement, neither Buyer nor any of its Affiliates, representatives or advisors has made, or shall be deemed to have made, to Seller or any other Person any representations or warranty other than those expressly made by Buyer in this Article IV. Without limiting the generality of the foregoing, except to the extent expressly set forth in this Article IV, no representation or warranty has been made or is being made herein to Seller or any other Person (i) with respect to any projections, forecasts, business plans, estimates or budgets delivered to or made available to Seller or any - 49 - other Person or (ii) with respect to any other information or documents (financial, legal or otherwise) delivered, disclosed, discussed, provided or made available at any time to Seller or any other Person.
