Purchaser’s Examination Sample Clauses

Purchaser’s Examination. Purchaser and its representatives have been afforded the opportunity to meet with, ask questions of and receive answers from the management of Seller in connection with the determination by Purchaser to enter into this Agreement and the Related Agreements and consummate the transactions contemplated hereby and thereby, and all such questions have been answered to the full satisfaction of Purchaser.

Purchaser’s Examination. Purchaser acknowledges that: (a) (i) It and its directors, officers, attorneys, accountants and advisors have been given the opportunity to examine to the full extent deemed necessary and desirable by such party all books, records and other information with respect to the Company and its Subsidiary, (ii) it has taken full responsibility for determining the scope of its investigations of the Company and its Subsidiary and for the manner in which such investigations have been conducted, and has examined the Company and its Subsidiary to such party’s full satisfaction, (iii) it is fully capable of evaluating the adequacy and accuracy of the information obtained by such party in the course of such investigations, (iv) it has not relied on the Company, its Subsidiary or Seller with respect to any matter in connection with such party’s evaluation of the Company and its Subsidiary other than the representations and warranties specifically set forth in Article III and Article IV and (v) neither the Company nor Seller is making any representations or warranties, express or implied, of any nature whatsoever (including, without limitation, (A) any representation or warranty of any kind or nature with respect to any forecasts, projections, budgets or other expectations of future results of operations or cash flows of the Company or its Subsidiary or (B) any other information or documents with respect to the Company or its Subsidiary, except as specifically set forth in Article III and Article IV, in each case, other than the representations and warranties of the Company or Seller specifically set forth in Article III or Article IV; (i) It has taken full responsibility for evaluating the adequacy, completeness and accuracy of various forecasts, projections, opinions and similar material heretofore furnished to it by the Company and its Subsidiary and their representatives in connection with such party’s investigations of the Company and its Subsidiary and their business, (ii) there are uncertainties inherent in attempting to make projections and forecasts and render opinions, (iii) it is familiar with such uncertainties, and (iv) it is not relying on any projections, forecasts or opinions furnished to it by the Company and its Subsidiary and their representatives; and (c) Notwithstanding the foregoing, nothing herein shall limit Purchaser’s ability to make a claim for Fraud.

Purchaser’s Examination. (a) Purchaser acknowledges and agrees that except for the representations and warranties made by Seller in Article 3 and pursuant to the certificate to be delivered in accordance with Section 7.3(b), none of Seller, the Partnership, the Partnership Subsidiaries or any other Person has made or makes (or shall be deemed to have made or be making) any express or implied representation or warranty, whether written or oral, with respect to the Partnership, the Partnership Subsidiaries, the Transferred LP Units, the Business, or any of the operations, assets, liabilities, conditions (financial or otherwise) or prospects of the Partnership or the Partnership Subsidiaries, and Seller hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing, Purchaser acknowledges and agrees that none of Seller, the Partnership, the Partnership Subsidiaries or any other Person makes or has made (or shall be deemed to have made or be making) any representation or warranty to Purchaser or any of its Affiliates or representatives with respect to any financial projection, forecast, estimate, budget or prospect information relating to the Business, the Partnership or the Partnership Subsidiaries. (b) Purchaser has been given adequate opportunity to examine all documents provided by, conduct due diligence and ask questions of, and to receive answers from, Seller and its representatives concerning the Partnership, the Partnership Subsidiaries, the Business, and Purchaser’s investment in the Transferred LP Units, and Purchaser has completed its own independent investigation, analysis and evaluation of the Partnership, the Partnership Subsidiaries and the Business as it deemed necessary or appropriate.

Purchaser’s Examination. Purchaser acknowledges and agrees that no representation or warranty has been or is being made by Newco or any Seller except as expressly set forth in this Agreement and the Transaction Documents, as applicable, and that no representation or warranty is being made by Newco or any Seller, except as expressly provided in this Agreement, as to the value or condition of the Purchased Assets. Except as expressly set forth in this Agreement, the Purchased Assets will be purchased hereunder “as is, where is” with no representations or warranties, express or implied, as to title, ownership, quality, value, condition, operation, design, capacity, tax treatment or otherwise, and all such representations and warranties are expressly disclaimed. Nothing contained herein, however, shall be construed to diminish or limit the express representations, warranties or covenants contained in this Agreement.

Purchaser’s Examination. The Seller shall cause each Corporation to permit representatives of the Purchaser to have full access to and to examine, at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Corporation, the books, records, properties, and assets of the Corporation.

Purchaser’s Examination. Each Seller shall cause the Company to permit Purchaser and representatives of the Purchaser to have full access to and to examine, at all reasonable times and places, and in a manner so as not to interfere with the normal business operations of the Company; the books, records, properties, assets and operations of the Company. Such examination shall include access to the officers, directors, employees, agents and representatives of the Company. Each Seller shall cause the Company to furnish to Purchaser and representatives of Purchaser with such financial, operating and other data and information, and copies of documents with respect to the Company as Purchaser shall from time to time request. Such access and information shall not in any way affect or diminish any of the representations or warranties made in this Agreement.

Purchaser’s Examination. Purchaser warrants and represents to Seller that the Purchased Assets are being purchased by Purchaser based on (i) Purchaser's inspection of the Purchased Assets and (ii) the representations and warranties made by Seller in this Agreement. Seller makes no representation or warranty as to the fair market value of the Purchased Assets, as of the Closing Date or otherwise.

Purchaser’s Examination. (a) Purchaser is not relying on any forecasted operating results or budgets of the Company or its Subsidiaries prepared by or on behalf of

Purchaser’s Examination. Progress and Purchaser acknowledge that: (a) Progress is experienced in the operation of the type of business conducted by the Company and its Subsidiaries, (b) Progress and Purchaser and their respective directors, officers, attorneys, accountants and advisors have been given the opportunity to examine the books, records and other information with respect to the Company and its Subsidiaries, and (c) the Company is not making any representations or warranties, express or implied, of any nature whatsoever other than the representations and warranties of the Company specifically set forth in Article III of this Agreement.