No Reliance; Independent Investigation Sample Clauses

No Reliance; Independent Investigation. (A) In connection with entering into this Agreement and each other Ancillary Agreement to which Buyer is or will be a party: (i) none of Sellers, the Company or any of the Company’s Subsidiaries is acting as a fiduciary or financial or investment adviser to Buyer; (ii) Buyer is not relying (for purposes of entering into this Agreement or otherwise) upon any advice, counsel or representations (whether written or oral) of Sellers, the Company or any of the Company’s Subsidiaries, other than the express representations and warranties made by Sellers and the Company in this Agreement and each Ancillary Agreement; (iii) none of Sellers, the Company or any of the Company’s Subsidiaries has given Buyer (directly or indirectly through any other Person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of this Agreement or any Ancillary Agreement except to the extent set forth in the express representations and warranties made by the Sellers and the Company in this Agreement and each Ancillary Agreement; (iv) Buyer consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own decisions with respect to entering into this Agreement based upon its own judgment and upon any advice from such advisers it has deemed necessary and not upon any view expressed by Sellers, the Company or any of the Company’s Subsidiaries; (v) Buyer is entering into and/or delivering this Agreement and each Ancillary Agreement with a full understanding of all the terms, conditions and risks hereof and thereof (economic and otherwise), and it is capable of and willing to assume (financially and otherwise) those risks; and (vi) Buyer is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement and any Ancillary Agreement. (B) Buyer acknowledges that it and its representatives and agents and counsel have been permitted access to the books and records, facilities, equipment, Tax Returns, contracts, insurance policies (or summaries thereof) and other properties and assets of the Company and its Subsidiaries, and that it and its representatives, agents and counsel have had an opportunity to meet with the officers and employees of the Company and its Subsidiaries to dis...
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No Reliance; Independent Investigation. (a) Nissin acknowledges that, except for the representations and warranties contained in Section 1.3 and ARTICLE II, it is not relying on any representation or warranty (whether express or implied) by or on behalf of Seller, any of its Affiliates or any of their respective employees, agents or representatives in connection with this Agreement or the Transaction, notwithstanding delivery or disclosure to Nissin or its employees, agents or representatives of any materials, documentation or other information during the course of due diligence or negotiation process (including information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports). (b) Nissin acknowledges that it is sophisticated and has such knowledge and experience in financial and business matters that Nissin is capable of evaluating the merits and risks of the Transaction. Nissin acknowledges that it has had adequate time and opportunity to review this Agreement and all other documents requested by Nissin with Nissin’s own legal counsel, tax and financial advisors. Nissin is relying solely on such counsel and advisors for legal, tax and investment advice with respect to the Transaction.
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No Reliance; Independent Investigation. (a) Honda acknowledges that, except for the representations and warranties contained in Section 1.3, ARTICLE II and ARTICLE III (including as modified by the Disclosure Schedule), it is not relying on any representation or warranty (whether express or implied) by or on behalf of Seller, any of its Affiliates or any of their respective employees, agents or representatives in connection with this Agreement or the Transaction, notwithstanding delivery or disclosure to Honda or its employees, agents or representatives of any materials, documentation or other information during the course of due diligence or negotiation process (including information memoranda, data room materials, projections, estimates, management presentations, budgets and financial data and reports). (b) Honda acknowledges that it is sophisticated and has such knowledge and experience in financial and business matters that Honda is capable of evaluating the merits and risks of the Transaction. Honda acknowledges that it has had adequate time and opportunity to review this Agreement and all other documents requested by Honda with Honda’s own legal counsel, tax and financial advisors. Honda is relying solely on such counsel and advisors for legal, tax and investment advice with respect to the Transaction.
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No Reliance; Independent Investigation. The Premises shall be sold and conveyed strictly on an "as is", "where is" and "with all defects" basis, without representation, warranty or covenant, express, implied or statutory, of any kind whatsoever, including, without limitation, representation, warranty or covenant as to condition. Tenant hereby, on behalf of itself and all those claiming by or through it, irrevocably and unconditionally releases Landlord from, and this clause bars all past, present or future claims, whether or not presently known, which could be brought by Tenant and all those claiming by or through Tenant, concerning, the condition of the Premises and all aspects and attributes thereof, specifically including, without limitation, all claims pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and any other environmental laws. The provisions of this subsection shall survive the Closing and the delivery of the Deed.
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No Reliance; Independent Investigation. The undersigned agree that each party hereto in entering into this Agreement relies upon his, her or its own investigation and judgment in regard to all matters contained herein and that he, she or it has not relied upon any representations by any other party in entering into this Agreement, and that this Agreement is made and entered into by each of the parties' volition. Each of the parties hereto further warrants that this Agreement is made and entered into free of any duress, coercion or undue influence from any source whatsoever.
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No Reliance; Independent Investigation. Xxxxx has conducted Xxxxx’s own independent investigation, review and analysis of the Acquired Company Group and its business, and acknowledges that Buyer has been provided adequate access to the personnel, properties, assets, premises, Books and Records, and other documents and data of the Acquired Company Group for such purpose. Buyer acknowledges and agrees that: (a) in making Buyer’s decision to enter into this Agreement and to consummate the transactions contemplated hereby, Xxxxx has relied solely upon Xxxxx’s own investigation and the express representations and warranties as set forth in Article III, Article IV and Article V of this Agreement, as applicable (including related portions of the Disclosure Schedule), and (b) none of Seller, the Acquired Company Group or any other Person has made any representation or warranty as to the Acquired Company Group or the business of the Acquired Company Group or this Agreement, except as expressly set forth in Article III, Article IV and Article V of this Agreement (including the related portions of the Disclosure Schedule).
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No Reliance; Independent Investigation. Each Party in entering into this Settlement Agreement relies upon its own investigation and judgment in regard to all matters herein contained and has not relied on any representations made by other Parties. This Settlement Agreement is made and entered into by each of the Parties of its own volition and each of the Parties warrants that this Settlement Agreement was made and entered into free of any duress, coercion, or undue influence from any source whatsoever.
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Related to No Reliance; Independent Investigation

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Compliance Investigations Upon City’s request, Contractor agrees to provide to City, within sixty calendar days, a truthful and complete list of the names of all subcontractors, vendors, and suppliers that Contractor has used in the past five years on any of its contracts that were undertaken within San Diego County, including the total dollar amount paid by Contractor for each subcontract or supply contract. Contractor further agrees to fully cooperate in any investigation conducted by City pursuant to City's Nondiscrimination in Contracting Ordinance. Contractor understands and agrees that violation of this clause shall be considered a material breach of the Contract and may result in Contract termination, debarment, and other sanctions.

  • Independent Representation Each party hereto acknowledges and agrees that it has received or has had the opportunity to receive independent legal counsel of its own choice and that it has been sufficiently apprised of its rights and responsibilities with regard to the substance of this Agreement.

  • Investigation; No Other Representations (a) Each of the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledges, represents, warrants and agrees that (i) they have conducted their own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with or given access to such documents and information about the Parent Parties and their respective businesses and operations as the Company Parties and their respective Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. (b) In entering into this Agreement and the Ancillary Documents to which they are or will be a party, the Company Parties have relied solely on their own investigation and analysis and the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party and no other representations or warranties of any Parent Party, any Parent Non-Party Affiliate or any other Person, either express or implied, and the Company Parties, on their own behalf and on behalf of their respective Representatives, acknowledge, represent, warrant and agree that, except for the representations and warranties expressly set forth in Article 4 and in the Ancillary Documents to which they are or will be a party, none of the Parent Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

  • No Reliance, etc Company confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

  • Reliance on Company Statement Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

  • No Reliance On Representations Each party hereby represents and warrants that it is not relying, and has not relied upon any representation or statement made by the other party with respect to the facts involved or its rights or duties. Each party understands and agrees that the facts relevant, or believed to be relevant to this Contract, may hereunder turn out to be other than, or different from the facts now known to such party as true, or believed by such party to be true. The parties expressly assume the risk of the facts turning out to be different and agree that this Contract shall be effective in all respects and shall not be subject to rescission by reason of any such difference in facts.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

  • Escrow Agent Not Responsible for Furnished Information The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement.

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