Common use of Opportunity for Independent Investigation Clause in Contracts

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 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 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 certain “Information Memoranda,” “data rooms,” management presentations or any other form in expectation of the Transactions, and (ii) except for the representations and warranties of Buyer expressly and specifically set forth in Article VI, neither Seller nor any other Person has relied on any such information, document or material or any representation 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 Xxxxx has conducted to their its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of Buyerthe Company Group. In making its determination to proceed with the Transactions, Xxxxxx Xxxxx has relied and will solely rely upon the results of such independent investigation and verification and the representations and warranties of Buyer Seller expressly and specifically set forth in Article VI IV and Article V of this Agreement, in each case, as qualified by the Disclosure Schedules attached hereto. Seller Buyer acknowledges, on behalf of itself and its Affiliates, that such representations and warranties by Buyer Seller constitute the sole and exclusive representations and warranties of Buyer Seller in connection with the Transactionstransactions contemplated hereby, and Seller Xxxxx 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 Buyerthe Company Group, or the quality, quantity, merchantability as for a particular purpose, conformity to samples, or condition of the Company Group’s assets or any part thereof) are specifically disclaimed by Buyer Seller and hereby waived by SellerXxxxx. Seller Buyer acknowledges that in connection with its investigation of Buyerthe Company Group, Xxxxxx Xxxxx has received certain projections, including projected statements of operating revenues and income from operations of Buyer the Company Group and certain business plan information. Seller Xxxxx acknowledges that there are uncertainties inherent in attempting to make such estimates, projections or other forecasts and plans, that Seller Buyer is familiar with such uncertainties and that Seller Buyer 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 Buyer hereby acknowledges that, except as expressly and specifically set forth in Article VI IV and Article V of this Agreement, Buyer neither Seller nor any member of the Company Group is not making any representation or warranty with respect to any such estimates, projections and other forecasts and plans, and that Seller 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. Seller Buyer further understands and acknowledges that (i) neither Buyer Seller nor any other Person will have or be subject to any liability to Seller Buyer or any other Person resulting from the distribution to Seller Buyer or any other Person, or SellerBuyer’s or any other Person’s use of, any such information, including any information, document or material made available to Seller Buyer or any other Person in certain “Information Memoranda,” “data rooms,” management presentations or any other form in expectation of the Transactions, and (ii) except for the representations and warranties of Buyer Seller expressly and specifically set forth in Article VIIV and Article V of this Agreement, in each case, as qualified by the Disclosure Schedules attached hereto, neither Seller Buyer nor any other Person has relied on any such information, document or material or any representation or warranty or statement not expressly set forth herein.

Opportunity for Independent Investigation. Prior to its execution of In entering into this Agreement, Buyer has relied solely upon Sellers’ express representations and warranties set forth herein and in the certificates delivered by each Seller at Closing pursuant to Section 8.3, Buyer’s own expertise, and its Affiliates have conducted Buyer’s professional counsel as to their satisfaction an independent investigation this transaction, the Acquired Interests, and the Assets of the financial conditionAcquired Companies, results and the value thereof, and not on any other comments, representations, warranties or statements of, or information provided by, any Seller or any Representatives of operations, assets, liabilities, properties any Seller. Buyer acknowledges and projected operations of Buyer. In making its determination to proceed with the Transactions, Xxxxxx affirms that (a) it has relied and will solely rely upon the results of completed such independent investigation investigation, verification, analysis, and verification evaluation of the Acquired Interests and Assets of the Acquired Companies and has made all such reviews and inspections of the Acquired Interests and Assets of the Acquired Companies as it has deemed necessary or appropriate to enter into this Agreement and (b) at Closing, Buyer shall have completed, or caused to be completed, its independent investigation, verification, analysis, and evaluation of the Acquired Interests and the Assets 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 of Buyer expressly and specifically set forth made by any Seller in Article VI III, Article IV and Article V of this Agreement. Agreement or in the closing certificate to be delivered by each Seller acknowledgesat Closing pursuant to Section 8.3, 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 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 no Seller or any other Person resulting from has made, and Buyer has not has relied upon, any representations or warranties, express or implied, as to the distribution financial condition, physical condition, title, environmental conditions, liabilities, operations, business, prospects of or title to Seller the Acquired Interests, the Acquired Companies, 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 certain “Information Memoranda,” “data rooms,” management presentations or any other form in expectation of the Transactions, and (ii) except for the representations and warranties of Buyer expressly and specifically set forth in Article VI, neither Seller nor any other Person has relied on any such information, document or material or any representation or warranty or statement not expressly set forth hereintheir respective Assets.

Opportunity for Independent Investigation. Prior to its execution of this Agreement, Seller and its Affiliates have HDW has conducted to their its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of BuyerLatch. In making its determination to proceed with the TransactionsMergers, Xxxxxx HDW has relied and will solely rely upon the results of such independent investigation and verification and the representations and warranties of Buyer Latch expressly and specifically set forth in Article VI IV of this Agreement. Seller acknowledges, on behalf of itself and its Affiliates, HDW acknowledges that such representations and warranties by Buyer Latch and its Subsidiaries constitute the sole and exclusive representations and warranties of Buyer Latch and its Subsidiaries in connection with the TransactionsMergers, and Seller HDW 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 BuyerLatch) are specifically disclaimed by Buyer Latch and hereby waived by SellerHDW. 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 on any such estimates, projections or other forecasts or plans or any representation or warranty or statement not expressly set forth herein. Seller HDW further understands and acknowledges that (i) neither Buyer HDW nor any other Person person will have or be subject to any liability to Seller Latch or any other Person person resulting from the distribution to Seller HDW or any other Personperson, or SellerHDW’s or any other Personperson’s use of, any such information, including any information, document or material made available to Seller HDW or any other Person person in certain “Information Memoranda,” “data rooms,” management presentations or any other form in expectation of the TransactionsMergers, and (ii) except for the representations and warranties of Buyer Latch expressly and specifically set forth in Article VIIV, neither Seller HDW nor any other Person person has relied on any such information, document or material or any representation or warranty or statement not expressly set forth herein.