Common use of Reliance Upon and Enforcement of Representations Clause in Contracts

Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- Agreements. ---------- (a) Seller hereby agrees that, notwithstanding any right of Purchaser to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely fully upon the representations, warranties and agreements of Seller contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser pursuant to the provisions of this Agreement. (b) Purchaser hereby agrees that, notwithstanding any right of Seller to fully investigate the affairs of Purchaser, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has the right to rely fully upon the representations, warranties and agreements of Purchaser contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

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Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- Agreements. ---------- (a) Seller and HealthPlan hereby agrees that, notwithstanding any right of Purchaser to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has the right to rely fully upon the representations, warranties and agreements of Seller and HealthPlan contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser pursuant to the provisions of this Agreement. (b) Purchaser hereby agrees that, notwithstanding any right of Seller to fully investigate the affairs of Purchaser, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has the right to rely fully upon the representations, warranties and agreements of Purchaser contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless the Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- ----------------------------------------------------------------------- Agreements. --------------------- (a) The Seller hereby agrees that, notwithstanding any right of Purchaser No. 1 and/or Purchaser No. 2 to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser No. 1 and/or Purchaser No. 2 pursuant to such investigation or right of investigation, Purchaser has No. and/or Purchaser No. 2 have the right to rely fully upon the representations, warranties and agreements of Seller and the Shareholders contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser No. 1 and/or Purchaser No. 2 pursuant to the provisions of this Agreement. (b) Purchaser No. 1 and/or Purchaser No. 2 hereby agrees agree that, notwithstanding any right of Seller to fully investigate the affairs of PurchaserPurchaser No. 1 and/or Purchaser No. 2, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Credit Facilities Agreement (Pomeroy Computer Resources Inc)

Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- ----------------------------------------------------------------------- Agreements. ---------- (a) The Seller hereby agrees that, notwithstanding any right of Purchaser to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has shall have the right to rely fully upon the representations, warranties and agreements of Seller and the Shareholders contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser pursuant to the provisions of this Agreement.. E100 (b) Purchaser hereby agrees that, notwithstanding any right of Seller to fully investigate the affairs of Purchaser, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Credit Facilities Agreement (Pomeroy Computer Resources Inc)

Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- ---------------------------------------------------------------------- Agreements. ---------- (a) The Seller hereby agrees that, notwithstanding any right of Purchaser to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser pursuant to such investigation or right of investigation, Purchaser has shall have the right to rely fully upon the representations, warranties and agreements of Seller and the Member contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser pursuant to the provisions of this Agreement. (b) Purchaser hereby agrees that, notwithstanding any right of Seller to fully investigate the affairs of Purchaser, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- ----------------------------------------------------------------------- Agreements. ---------- (a) Each Seller hereby agrees that, notwithstanding any right of Purchaser No. 1 and/or Purchaser No. 2 to fully investigate the affairs of each Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser No. 1 and/or Purchaser No. 2 pursuant to such investigation or right of investigation, Purchaser has No. and/or Purchaser No. 2 have the right to rely fully upon the representations, warranties and agreements of any Seller contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser No. 1 and/or Purchaser No. 2 pursuant to the provisions of this Agreement. (b) Purchaser No. 1 and/or Purchaser No. 2 hereby agrees agree that, notwithstanding any right of any Seller to fully investigate the affairs of PurchaserPurchaser No. 1 and/or Purchaser No. 2, and notwithstanding knowledge of facts determined or determinable by any Seller pursuant to such investigation or right of investigation, each Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to each Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

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Reliance Upon and Enforcement of Representations. Warranties and ---------------------------------------------------------------- ---------------------------------------------------------------------- Agreements. --------------------- (a) The Seller hereby agrees that, notwithstanding any right of Purchaser No. 1 and/or Purchaser No. 2 to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser No. 1 and/or Purchaser No. 2 pursuant to such investigation or right of investigation, Purchaser has No. and/or Purchaser No. 2 have the right to rely fully upon the representations, warranties and agreements of Seller and the Members contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser No. 1 and/or Purchaser No. 2 pursuant to the provisions of this Agreement. (b) Purchaser No. 1 and/or Purchaser No. 2 hereby agrees agree that, notwithstanding any right of Seller to fully investigate the affairs of PurchaserPurchaser No. 1 and/or Purchaser No. 2, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy It Solutions Inc)

Reliance Upon and Enforcement of Representations. Warranties Warran-ties and ---------------------------------------------------------------- ----------------------------------------------------------------------- Agreements. ---------- (a) Seller hereby agrees that, notwithstanding any right of Purchaser No. 1 and/or Purchaser No. 2 to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser No. 1 and/or Purchaser No. 2 pursuant to such investigation or right of investigation, Purchaser has No. and/or Purchaser No. 2 have the right to rely fully upon the representations, warranties and agreements of Seller contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser No. 1 and/or Purchaser No. 2 pursuant to the provisions of this Agreement. (b) Purchaser No. 1 and/or Purchaser No. 2 hereby agrees agree that, notwithstanding any right of Seller to fully investigate the affairs of PurchaserPurchaser No. 1 and/or Purchaser No. 2, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Reliance Upon and Enforcement of Representations. Warranties Warran-ties and ---------------------------------------------------------------- --------------------------------------------------------------------------- Agreements. ---------- (a) Seller hereby agrees that, notwithstanding any right of Purchaser No. 1 and/or Purchaser No. 2 to fully investigate the affairs of Seller, and notwithstanding knowledge of facts determined or determinable by Purchaser No. 1 and/or Purchaser No. 2 pursuant to such investigation or right of investigation, Purchaser has No. and/or Purchaser No. 2 have the right to rely fully upon the representations, warranties and agreements of Seller contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Purchaser No. 1 and/or Purchaser No. 2 pursuant to the provisions of this Agreement. (b) Purchaser No. 1 and/or Purchaser No. 2 hereby agrees agree that, notwithstanding any right of Seller to fully investigate the affairs of PurchaserPurchaser No. 1 and/or Purchaser No. 2, and notwithstanding knowledge of facts determined or determinable by Seller pursuant to such investigation or right of investigation, Seller has have the right to rely fully upon the representations, warranties and agreements of Purchaser No. 1 and/or Purchaser No. 2 contained in this Agreement and upon the accuracy of any document, certificate or exhibit given or delivered to Seller pursuant to the provisions of this Agreement, unless Purchaser has actual knowledge to the contrary and does not so advise the Seller prior to the execution of this Agreement. For the purposes of this provision, "actual knowledge" of Purchaser shall mean the actual knowledge of Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxx and shall not include the imputed, implied or constructive knowledge of such individuals.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

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