No other Sellers’ Guarantees. 5.3.1 The Purchaser explicitly acknowledges to purchase and acquire the Company Shares and, therewith, the Business in the condition it is in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and to undertake the acquisition based upon its own inspection, examination and determination without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Seller except for the guarantees explicitly given by the Seller under this Agreement.
5.3.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that the Seller gives no representation, warranty or guaranty with respect to
(1) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Group Companies;
(2) any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the Business of the Group Companies, except as expressly set forth in the Agreement or
(3) any tax matter except as provided for in Section 7.
5.3.3 For the avoidance of doubt, the guarantees with regard to the Sold Building Rights as well as the remedies for the breach of such guarantees are (except for the provisions set forth in Section 7 with regard to environmental indemnities) exclusively stipulated in the Building Rights Sale and Transfer Agreement.
No other Sellers’ Guarantees. The Purchasers explicitly acknowledge to purchase and acquire the Shares and the Business in the condition they are in on the Closing Date based upon the inspection, examination and determination with respect thereto performed in their interest, and to undertake the acquisition based upon the inspection, examination and determination performed in their interest without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Seller except for the Seller's Guarantees as well as indemnities and covenants explicitly given by the Seller under this Agreement.
No other Sellers’ Guarantees. 7.3.1 The Purchasers explicitly acknowledge that they purchase and acquire the Shares and the WILD Flavors Business as a whole in the condition in which they are on the Closing Date based upon their own inspection, examination and determination with respect thereto, and without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Sellers except for the Sellers’ Guarantees set out above.
7.3.2 Without limiting the generality of the foregoing, the Purchasers acknowledge that the Sellers give no representation, warranty or guarantee with respect to:
(1) any projections, estimates or budgets delivered or made available to the Purchasers or the Purchasers’ Affiliates, or any of their banks or finance providers or any of their respective directors, officers, employees, agents, accountants, consultants or advisors (hereinafter collectively referred to, including the Purchasers’ Affiliates, as the Purchasers’ Representatives) of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Target and the WILD Flavors Companies; or
(2) any other information or documents made available to the Purchasers or the Purchasers’ Representatives with respect to the WILD Flavors Business or the Target and the WILD Flavors Companies.
No other Sellers’ Guarantees. 6.3.1 The Purchaser explicitly acknowledges to purchase and acquire the Shares without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Sellers except for the guarantees explicitly given by the Sellers under this Agreement.
6.3.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that the Sellers give no representation, warranty or guarantee with respect to
(1) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Companies; or
(2) any other information or documents made available to the Purchaser or its Affiliates, their accountants or advisors with respect to the Business or the Companies except as expressly set forth in this Agreement.
No other Sellers’ Guarantees. The Purchasers explicitly acknowledge:
13.24.1 that they purchase and acquire the Shares and the business associated therewith in the condition they are in on the Signing Date based upon their own inspection and assessment of all the facts and circumstances, and that they undertake the purchase based upon their own decision, inspection and assessment without reliance upon any express or implied warranties or guarantees of any nature made by the Sellers, except for the Sellers’ Guarantees which shall remain unaffected;
13.24.2 that the Sellers give no representation, warranty or guarantee with respect to any projections, estimates or budgets delivered or made available to the Purchasers (irrespective whether orally or documented) of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Group Companies; and
13.24.3 that all budgets, prospects, expectations and other prognostic and/or forward looking elements that Purchasers possibly rely on, or that may otherwise affect the execution hereof and / or the determination of the Consideration by the Purchasers, are the sole and exclusive responsibility of the Purchasers and that the Sellers do not assume any responsibility, obligations or liability for these elements and that the Purchasers shall have no rights whatsoever under, or in connection with, this Agreement against the Sellers should these elements prove incorrect. In particular, the Sellers have not commented on any expectations, qualifications and assumptions made by the Purchasers in their offer or in any other way which are the sole responsibility of the Purchasers, and the Sellers assume no liability of whatsoever nature with respect to such expectations, qualifications and assumptions, unless explicitly agreed in this Agreement.
No other Sellers’ Guarantees. 6.3.1 The Purchaser explicitly acknowledges that it purchases and acquires the Sold Shares and the Business without reliance upon express or implied representations, warranties and guarantees of any nature made by the Sellers except for the guarantees explicitly given by the Sellers under this Agreement.
6.3.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that the Sellers give no representation, warranty or guarantee with respect to:
(a) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Ipsen Group Companies;
(b) the VDD Report, the Information Memorandum, the Legal Fact Book or any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the Business or the Xxxxx Group Companies except as expressly set forth in this Agreement; or
(c) any Tax matter except as provided for in Section 8 or otherwise explicitly provided for in this Agreement.
No other Sellers’ Guarantees. 11.14.1 The Purchaser explicitly acknowledges to acquire the Xxxxxxx Shares, the CT Shares and the AbZ Share in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and to undertake the acquisition based upon its own inspection, examination and determination without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Sellers except for the guarantees explicitly given by the Sellers under § 11 of the Agreement.
11.14.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that (i) in deciding on the acquisition of the Xxxxxxx Shares, the CT Shares and the AbZ Share and the Business, and in determining the terms of the acquisition, the Purchaser has not relied on, and (ii) neither the Sellers nor anyone else shall be responsible, and no one shall give any representation, warranty or guarantee, with respect to:
(a) any projections, estimates or budgets delivered or made available to the Purchaser or its advisors of future revenues, future results of operations (or any component thereof), future cash flows or future financial conditions (or any component thereof) or the future business operations of the Group Companies and the Operating Asset Holding Companies;
(b) any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the Business, the Group Companies and the Operating Asset Holding Companies, including, but not limited to, the Vendor Documents (as defined below) and the information provided during the management presentations and expert sessions delivered on 23 November 2009, 7 January 2010, 11 January 2010, 13 January 2010, 18 January 2010, 20 January 2010, 21 January 2010, 25 January 2010, 27 January 2010, 1 March 2010 and 2 March 2010, except as expressly set forth in the Agreement.
11.14.3 The Purchaser confirms that each Seller is responsible only for actions and statements by its statutory representatives (vertretungsberechtigte Organe), and actions or statements by any other person including, without limitation, representatives of the Group Companies and the Operating Asset Holding Companies, shall not be attributed to the Sellers. Wherever this Agreement refers to the Sellers’ Best Knowledge, this shall mean only the actual knowledge of Xx. Xxxx-Xxxxxxx Ziems after having made an inquiry solely by way of review of signed confirmations...
No other Sellers’ Guarantees. 8.2.1 The Purchaser explicitly acknowledges to purchase and acquire the Shares and the business associated therewith in the condition they are in on the Closing Date based upon its own inspection and assessment of all the facts and circumstances, and to undertake the purchase based upon its own decision, inspection and assessment without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Sellers, except for the guarantees expressly provided by the Sellers under this Agreement.
8.2.2 Without limiting the generality of the foregoing, the Purchaser acknowledges that the Sellers give no representation, warranty or guarantee with respect to
a) any projections, estimates or budgets delivered or made available to the Purchaser regarding future revenues, earnings, cash flow, the future financial condition or the future business operation of the Company or the Group;
b) any other information or documents that were delivered or made available to the Purchaser or its counsel, accountants or other advisors with respect to the Company or its business operation, except as expressly set forth in this Agreement; or
c) any Tax matters, except as provided for in clause 10.
No other Sellers’ Guarantees. (a) The Purchaser explicitly acknowledges that it is purchasing and acquiring the Partnership Interests and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and that it is undertaking the acquisition based upon its own inspection, examination and determination without reliance upon any expressed or implied representations, warranties or guarantees of any nature made by the Sellers except for the guarantees explicitly given by the Sellers under this Agreement.
(b) Without limiting the generality of the foregoing, the Purchaser acknowledges that the Sellers give no representation, warranty or guarantee with respect to
(1) any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) or the future business operations of the Companies or the Business;
(2) any other information or documents made available to the Purchaser or its counsel, accountants or advisors with respect to the Companies or the Business, including without limitation the Information Memorandum and the information provided during the Management Presentation delivered on 15 January 2008, except as expressly set forth in this Agreement;
(3) any Tax matter except as explicitly otherwise provided for in Clause 8; or
(4) any matter for which an indemnification has been given by the Sellers.
No other Sellers’ Guarantees. The Purchaser explicitly acknowledges to purchase and acquire the Share and the Business in the condition they are in on the Closing Date based upon its own inspection, examination and determination with respect thereto, and to undertake the acquisition based upon its own inspection, examination and determination without reliance upon any express or implied representations, warranties or guarantees of any nature made by the Seller except for the guarantees and indemnifications explicitly given by the Seller under the Agreement. The Seller gives no representation, warranty or guarantee with respect to any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company. For the avoidance of doubt, the foregoing sentence shall not be construed as a qualification of the guarantees and indemnifications explicitly given by the Seller under the Agreement.
