Common use of Purchaser’s Investigation Clause in Contracts

Purchaser’s Investigation. The Purchaser is an informed and sophisticated purchaser of assets similar to the Transferred Assets and, in connection with the Contemplated Transactions, has sought the advice of experts who are experienced in the evaluation and purchase of assets similar to the Transferred Assets. The Purchaser has undertaken such investigation of the Transferred Assets as it has deemed necessary to enable it to make an informed decision with respect to this Agreement and the Contemplated Transactions. The Purchaser acknowledges that the Seller has provided the Purchaser with such access to the personnel, properties, leased premises and records (including copies of the material Trading Contracts) of the Seller and relating to the Business as the Purchaser has requested, subject to the limitations set forth in Section 7.2. In entering into this Agreement, in purchasing the Transferred Assets and in consummating the Contemplated Transactions, the Purchaser has relied solely upon its own investigation and the express representations and warranties of the Seller set forth in Article III, and neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives has made any representation or warranty as to the Seller, the Transferred Assets, or this Agreement, except as expressly set forth in this Agreement. To the fullest extent permitted by Law, neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives shall have any liability to the Purchaser for any information made available to, or statements made to, the Purchaser (or any of its agents, officers, directors, employees, Affiliates or Representatives), other than the representations and warranties of Seller expressly set forth in Article III and the express obligation of the Seller to indemnify the Purchaser following the Closing to the extent set forth in Article IX.

Purchaser’s Investigation. The (a) Purchaser is has conducted its own independent investigation, review and analysis of, and has formed an informed and sophisticated purchaser of assets similar to independent judgment concerning, the Transferred Assets andCompany, in connection with the Contemplated Company Subsidiaries, the Units, the Transactions, has sought and the advice operations, assets, liabilities, results of experts who are experienced in operations, financial condition and prospects of the evaluation Company and purchase of assets similar to the Transferred AssetsCompany Subsidiaries. The Purchaser has undertaken been furnished with or been given adequate access to, and has had full opportunity to review, such investigation information about the Company, the Company Subsidiaries, the Units, the Transactions, and the operations, assets, liabilities, results of operations, financial condition and prospects of the Transferred Assets Company as it has deemed necessary to enable it to make an informed decision with respect to this Agreement and the Contemplated Transactionsrequested. The Purchaser acknowledges and agrees that the only representations and warranties made by Seller has provided the Purchaser with such access to the personnel, properties, leased premises and records (including copies of the material Trading Contracts) of the Seller and relating to the Business as the Purchaser has requested, subject to the limitations set forth in Section 7.2. In entering into this Agreement, in purchasing the Transferred Assets and in consummating the Contemplated Transactions, the Purchaser has relied solely upon its own investigation and are the express representations and warranties of the Seller set forth in Article IIIIII (as modified by the Schedules) and that the only representations and warranties made by the Company are the express representations and warranties set forth in Article IV (as modified by the Schedules). (b) Without limiting the generality of the foregoing: (i) Purchaser acknowledges and agrees that none of Seller, and neither the Seller nor Company or any of its officers, directors, shareholders, employees, Affiliates, agents other Person is making or Representatives has made any representation or warranty warranty, either express or implied, as to the accuracy or completeness of any information communicated during “management presentations”, in materials made available in any “data room” (whether virtual or otherwise), in “break-out” discussions, in responses (whether oral or written) to questions submitted by or on behalf of Purchaser, in materials prepared by or on behalf of Seller, the Transferred AssetsCompany or a Company Subsidiary, or this Agreementin any other form, and Seller and its Affiliates and Representatives shall have no Liability or obligation in connection with the provision of any such information to, or the use of any such information by, Purchaser or any errors therein, in each case except as expressly set forth such information may be specifically referenced in this Agreement. (ii) In connection with Purchaser’s investigation of the Company, Purchaser has received Projections. To Purchaser acknowledges that there are uncertainties inherent in the fullest extent permitted by Lawpreparation of Projections, neither that Purchaser is familiar with such uncertainties, and that Purchaser takes full responsibility for forming its own independent judgment concerning any Projections and the Seller nor adequacy and accuracy of, and reasonableness of the assumptions underlying, such Projections. Purchaser acknowledges that none of Seller, the Company or any other Person has made any representation or warranty, whether express or implied, with respect to any Projections and hereby disclaims any reliance upon and acknowledges and agrees that it is not entitled to rely upon, any Projections. (c) Notwithstanding anything else to the contrary herein, this Section 5.8 is not intended to, and it shall not, prevent, preclude or limit any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives shall have any liability to the Purchaser for any information made available to, Indemnified Parties from bringing a Fraud claim based on acts or statements made toomissions by or on behalf of Seller, the Purchaser (Company, the Company Subsidiaries or any of its agents, officers, directors, employees, Affiliates or Representatives), other than the representations and warranties of Seller expressly set forth in Article III and the express obligation of the Seller to indemnify the Purchaser following the Closing to the extent set forth in Article IXtheir respective Affiliates.

Purchaser’s Investigation. The (1) During the Interim Period, the Vendor shall, and shall cause its Representatives to, permit the Purchaser is an informed and sophisticated purchaser its authorized Representatives to make such investigations, inspections, surveys or tests of assets similar the Ehave Connect Business and the Purchased Assets, and of their respective financial, legal and physical condition, as the Purchaser deems necessary or desirable to familiarize itself with the Transferred Ehave Connect Business, Purchased Assets andand other matters. Without limiting the generality of the foregoing, the Vendor shall, and shall cause its Representatives to, provide the Purchaser with free and unrestricted access during normal business hours to (i) all documents relating to information scheduled or required to be disclosed under this Agreement, (ii) the Books and Records and all employee data and personnel records of the Employees, (iii) the Internal IT Systems, (iv) the Contracts, (v) the Employees, (vi) records regarding suppliers, customers and regulators, and (vii) all other reports (including title opinions) prepared by advisors of the Vendor and its Affiliates in connection with the Contemplated TransactionsEhave Connect Business and the Purchased Assets, has sought and the advice of experts who are experienced in the evaluation Vendor shall, and purchase of assets similar shall cause its Representatives to provide photocopies to the Transferred Assets. The Purchaser has undertaken of all such investigation written information and documents as reasonably requested by the Purchaser. (2) At the Purchaser’s request, the Vendor shall execute, or cause to be executed, such consents, authorizations and directions as may be necessary to permit any inspection of the Transferred Ehave Connect Business and any of the Purchased Assets as it has deemed necessary and to enable it to make an informed decision with respect to this Agreement and the Contemplated Transactions. The Purchaser acknowledges that the Seller has provided the Purchaser with such or its authorized Representatives to obtain full access to the personnel, properties, leased premises all files and records (including copies of the material Trading Contracts) of the Seller and relating to the Ehave Connect Business or relating to any of the Purchased Assets maintained by Governmental Authorities and self-regulating authorities. (3) At the Purchaser’s request, the Vendor shall co-operate and assist with the Purchaser in arranging any meetings as the Purchaser has requestedshould reasonably request with: (a) the Employees; (b) customers, subject suppliers, distributors or others who have or have had a business relationship with the Vendor in respect of the Ehave Connect Business; and (c) auditors, solicitors or any other Persons engaged or previously engaged to provide services to the limitations set forth in Section 7.2. In entering into this Agreement, in purchasing Vendor who have knowledge of matters relating to the Transferred Assets and in consummating Ehave Connect Business or the Contemplated Transactions, Purchased Assets. (4) The exercise of any rights of inspection by or on behalf of the Purchaser has relied solely upon its own investigation and under this Section 6.3 does not mitigate or otherwise affect the express representations and warranties of the Seller set forth in Article III, and neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives has made any representation or warranty as to the Seller, the Transferred Assets, or Vendor under this Agreement, except which continue in full force and effect as expressly set forth provided in this Agreement. To the fullest extent permitted by Law, neither the Seller nor any of its officers, directors, shareholders, employees, Affiliates, agents or Representatives shall have any liability to the Purchaser for any information made available to, or statements made to, the Purchaser (or any of its agents, officers, directors, employees, Affiliates or Representatives), other than the representations and warranties of Seller expressly set forth in Article III and the express obligation of the Seller to indemnify the Purchaser following the Closing to the extent set forth in Article IXSection 5.3.