Common use of Opportunity for Independent Investigation Clause in Contracts

Opportunity for Independent Investigation. In entering into this Agreement, Buyer has relied solely upon the Contributor’s and the Xxxx Xxxx Parties’ express representations and warranties set forth in Article III and Article IV and in the Closing Certificates delivered by each Contributor and the Xxxx Xxxx Parties, Buyer’s own expertise, and Buyer’s professional counsel as to the Transactions, the Contributed Interests, and the Assets and business and business of the Xxxx Xxxx Entities, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, any Contributor or any Representatives of any Contributor. Buyer acknowledges and affirms that it has completed an independent investigation, verification, analysis, and evaluation of the Contributed Interests and Assets of the Xxxx Xxxx Entities and has made all such reviews and inspections of the Contributed Interests and Assets of the Xxxx Xxxx Entities as it has deemed necessary or appropriate to enter into this Agreement the Ancillary Agreements; provided that the foregoing shall in no event limit in any respect any of the representations or warranties set forth in Article III or Article IV or in any Closing Certificate delivered by the Contributor and the Xxxx Xxxx Parties. Except for the representations and warranties expressly made by any Contributor in Article III and by the Xxxx Xxxx Parties in Article IV or in the Closing Certificate to be delivered by each Contributor and the Xxxx Xxxx Parties, Buyer acknowledges that no Contributor or any other Person has made, and Buyer has not relied upon, any representations or warranties, express or implied, as to the financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Interests, the Xxxx Xxxx Entities or any of their Assets.

Opportunity for Independent Investigation. In entering into Prior to its execution of this Agreement, Buyer Xxxxx has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company Group. In making its determination to proceed with the Transactions, Xxxxx has relied and will solely rely upon the Contributor’s results of such independent investigation and verification and the Xxxx Xxxx Parties’ express representations and warranties of Seller expressly and specifically set forth in Article III IV and Article IV V of this Agreement, in each case, as qualified by the Disclosure Schedules attached hereto. Buyer acknowledges, on behalf of itself and its Affiliates, that such representations and warranties by Seller constitute the sole and exclusive representations and warranties of Seller in connection with the Closing Certificates delivered by each Contributor and the Xxxx Xxxx Parties, Buyer’s own expertisetransactions contemplated hereby, and Buyer’s professional counsel as Xxxxx understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied (including any relating to the Transactionsfuture or historical financial condition, the Contributed Interestsresults of operations, and the Assets and business and business assets or liabilities of the Xxxx Xxxx Entities, and the value thereof, and not on any other comments, representations, warranties or statements ofCompany Group, or information provided bythe quality, any Contributor quantity, merchantability as for a particular purpose, conformity to samples, or condition of the Company Group’s assets or any Representatives of any Contributorpart thereof) are specifically disclaimed by Seller and hereby waived by Xxxxx. Buyer acknowledges that in connection with its investigation of the Company Group, Xxxxx has received certain projections, including projected statements of operating revenues and affirms income from operations of the Company Group and certain business plan information. Xxxxx acknowledges that it has completed an independent investigationthere are uncertainties inherent in attempting to make such estimates, verificationprojections or other forecasts and plans, analysis, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its own evaluation of the Contributed Interests adequacy and Assets accuracy of the Xxxx Xxxx Entities all estimates, projections and has made all such reviews other forecasts and inspections of the Contributed Interests plans so furnished to it. Accordingly, Buyer hereby acknowledges that, except as expressly and Assets of the Xxxx Xxxx Entities as it has deemed necessary or appropriate to enter into this Agreement the Ancillary Agreements; provided that the foregoing shall in no event limit in any respect any of the representations or warranties specifically set forth in Article III IV and Article V of this Agreement, neither Seller nor any member of the Company Group is making any representation or Article IV warranty with respect to any such estimates, projections and other forecasts and plans, and that Buyer has not relied on any such estimates, projections or other forecasts or plans or any representation or warranty or statement not expressly set forth herein. Buyer further understands and acknowledges that (i) neither Seller nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or any other Person, or Buyer’s or any other Person’s use of, any such information, including any information, document or material made available to Buyer or any other Person in certain “Information Memoranda,” “data rooms,” management presentations or any Closing Certificate delivered by other form in expectation of the Contributor Transactions, and the Xxxx Xxxx Parties. Except (ii) except for the representations and warranties of Seller expressly made by any Contributor in Article III and by the Xxxx Xxxx Parties specifically set forth in Article IV or and Article V of this Agreement, in each case, as qualified by the Closing Certificate to be delivered by each Contributor and the Xxxx Xxxx PartiesDisclosure Schedules attached hereto, neither Buyer acknowledges that no Contributor or nor any other Person has maderelied on any such information, and Buyer has not relied upon, any representations document or warranties, express or implied, as to the financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Interests, the Xxxx Xxxx Entities material or any of their Assetsrepresentation or warranty or statement not expressly set forth herein.

Opportunity for Independent Investigation. Prior to its execution of this Agreement, Seller and its Affiliates have conducted to their satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of Buyer. In entering into making its determination to proceed with the Transactions, Xxxxxx has relied and will solely rely upon the results of such independent investigation and verification and the representations and warranties of Buyer expressly and specifically set forth in Article VI of this Agreement. Seller acknowledges, on behalf of itself and its Affiliates, that such representations and warranties by Buyer constitute the sole and exclusive representations and warranties of Buyer in connection with the Transactions, and Seller understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of Buyer) are specifically disclaimed by Buyer and hereby waived by Seller. Seller acknowledges that in connection with its investigation of Buyer, Xxxxxx has received certain projections, including projected statements of operating revenues and income from operations of Buyer and certain business plan information. Seller acknowledges that there are uncertainties inherent in attempting to make such estimates, projections or other forecasts and plans, that Seller is familiar with such uncertainties and that Seller is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it. Accordingly, Seller hereby acknowledges that, except as expressly and specifically set forth in Article VI of this Agreement, Buyer is not making any representation or warranty with respect to any such estimates, projections and other forecasts and plans, and that Seller has not relied solely upon the Contributor’s and the Xxxx Xxxx Parties’ express representations and warranties on any such estimates, projections or other forecasts or plans or any representation or warranty or statement not expressly set forth herein. Seller further understands and acknowledges that (i) neither Buyer nor any other Person will have or be subject to any liability to Seller or any other Person resulting from the distribution to Seller or any other Person, or Seller’s or any other Person’s use of, any such information, including any information, document or material made available to Seller or any other Person in Article III and Article IV and certain “Information Memoranda,” “data rooms,” management presentations or any other form in the Closing Certificates delivered by each Contributor and the Xxxx Xxxx Parties, Buyer’s own expertise, and Buyer’s professional counsel as to expectation of the Transactions, the Contributed Interests, and the Assets and business and business of the Xxxx Xxxx Entities, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, any Contributor or any Representatives of any Contributor. Buyer acknowledges and affirms that it has completed an independent investigation, verification, analysis, and evaluation of the Contributed Interests and Assets of the Xxxx Xxxx Entities and has made all such reviews and inspections of the Contributed Interests and Assets of the Xxxx Xxxx Entities as it has deemed necessary or appropriate to enter into this Agreement the Ancillary Agreements; provided that the foregoing shall in no event limit in any respect any of the representations or warranties set forth in Article III or Article IV or in any Closing Certificate delivered by the Contributor and the Xxxx Xxxx Parties. Except (ii) except for the representations and warranties of Buyer expressly made by any Contributor and specifically set forth in Article III and by the Xxxx Xxxx Parties in Article IV or in the Closing Certificate to be delivered by each Contributor and the Xxxx Xxxx PartiesVI, Buyer acknowledges that no Contributor or neither Seller nor any other Person has maderelied on any such information, and Buyer has not relied upon, any representations document or warranties, express or implied, as to the financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Interests, the Xxxx Xxxx Entities material or any of their Assetsrepresentation or warranty or statement not expressly set forth herein.

Opportunity for Independent Investigation. In entering into this Agreement, Buyer has relied solely upon the Contributor’s and the Xxxx Xxxx PartiesSellers’ express representations and warranties set forth in Article III and Article IV herein and in the Closing Certificates certificates delivered by each Contributor and the Xxxx Xxxx PartiesSeller at Closing pursuant to Section 8.3, Buyer’s own expertise, and Buyer’s professional counsel as to the Transactionsthis transaction, the Contributed Acquired Interests, and the Assets and business and business of the Xxxx Xxxx EntitiesAcquired Companies, and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, any Contributor Seller or any Representatives of any ContributorSeller. Buyer acknowledges and affirms that (a) it has completed an such independent investigation, verification, analysis, and evaluation of the Contributed Acquired Interests and Assets of the Xxxx Xxxx Entities Acquired Companies and has made all such reviews and inspections of the Contributed Acquired Interests and Assets of the Xxxx Xxxx Entities Acquired Companies as it has deemed necessary or appropriate to enter into this Agreement the Ancillary Agreements; provided that the foregoing and (b) at Closing, Buyer shall in no event limit in any respect any have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the representations or warranties set forth in Article III or Article IV or in any Closing Certificate delivered by the Contributor Acquired Interests and the Xxxx Xxxx PartiesAssets of the Acquired Companies and made all such reviews and inspections of the Assets of the Acquired Companies as Buyer has deemed necessary or appropriate to consummate the transaction. Except for the representations and warranties expressly made by any Contributor Seller in Article III and by the Xxxx Xxxx Parties in III, Article IV and Article V of this Agreement or in the Closing Certificate closing certificate to be delivered by each Contributor and the Xxxx Xxxx PartiesSeller at Closing pursuant to Section 8.3, Buyer acknowledges that no Contributor Seller or any other Person has made, and Buyer has not has relied upon, any representations or warranties, express or implied, as to the financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to the Contributed Acquired Interests, the Xxxx Xxxx Entities Acquired Companies, or any of their respective Assets.