Common use of Acknowledgement by Buyer Clause in Contracts

Acknowledgement by Buyer. Except for the representations and warranties contained in Article IV (including the related portions of the Seller Disclosure Schedules) or the Ancillary Agreements, Buyer acknowledges that no Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sellers, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer and its Representatives any information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

Acknowledgement by Buyer. Except for Buyer hereby acknowledges and agrees that it has conducted its own independent investigation, verification, review and analysis of the representations business, operations, assets, liabilities, results of operations, financial condition, technology and warranties contained in Article IV (including the related portions prospects of the Seller Disclosure Schedules) or and the Ancillary AgreementsCompany, which investigation, review and analysis was conducted by Buyer to the extent Buyer deemed appropriate, by its representatives. Buyer has had the opportunity to review the public filings with the Securities and Exchange Commission relating to Seller and the Company and all documents delivered therewith (the “SEC Filings”). In entering into this Agreement, Buyer hereby acknowledges that no it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinion of Seller or any persons affiliated with Seller, with respect to matters and operations of Seller and the Company and Buyer acknowledges and agrees, to the fullest extent permitted by law, that: (a) Neither Seller nor any other Person of its directors, officers, partners, members, employees, affiliates, controlling persons, agents, advisors or representatives makes or has made any oral or makes any other express or implied written representation or warranty, either written express or oralimplied (except the specific representations and warranties of the Seller as set forth in this Agreement), on behalf of Sellers, including any representation or warranty as to the accuracy or completeness of any of the information regarding the Business and the Transferred Assets furnished reviewed by Buyer; and (b) Neither Seller nor any of its directors, officers, partners, members, employees, affiliates, controlling persons, agents, advisors or made available to Buyer and its Representatives representatives shall have any information, documents liability or material delivered responsibility whatsoever to Buyer or its directors, officers, partners, employees, affiliates, controlling persons, agents or representatives on any basis (including in contract or tort, under United States securities laws or otherwise) based upon any information provided or made available available, to Buyer, management presentations Buyer or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representativesmembers, acknowledges and agrees that (i) none of Buyeraffiliates, any of its Affiliates and any of its and their respective directorscontrolling persons, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliatesadvisors, agents or other Representatives, representatives (or any other Personomissions therefrom), beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees except that the Transferred Assets are furnished “foregoing limitations shall not apply to Seller insofar as is”, “where is” and, subject only to the Seller has made specific representations and warranties contained set forth in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverthis Agreement.

Acknowledgement by Buyer. Except Buyer acknowledges and agrees that: (a) Buyer has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and has been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation and verification, including, having an opportunity to discuss the business with management of the Company and ask questions of and receive answers from management of the Company; (b) the representations set forth in Section 3.1 and Section 3.2 hereof constitute the sole and exclusive representations and warranties of the Company and LED Members, respectively, in connection with the transactions contemplated herein; (c) except for the representations set forth in Section 3.1 and warranties contained in Article IV (including the related portions Section 3.2 hereof, none of the Seller Disclosure Schedules) Company, LED Members or the Ancillary Agreements, Buyer acknowledges that no Seller nor any other Person makes, or has made or makes made, any other express or implied representation representation, warranty or warrantystatement with respect to the Company or the transactions contemplated herein and all other representations, either written warranties and statements of any kind or oralnature expressed or implied are, on behalf of Sellersin each case, specifically disclaimed by the Company and the LED Members, (including any alleged representations, warranties or statements (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any representation other information, document or warranty as material provided to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer in certain “data rooms,” management presentations or in any other form, whether written or oral, in expectation of the transactions contemplated herein, including meetings, calls or correspondence with management of the Company, or (ii) relating to the future, current or historical business, condition (financial or otherwise), results of operations, prospects, contracts, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s assets); and (d) Buyer is not relying on any representations, warranties and statements in connection with the transactions contemplated herein except the representations set forth in Section 3.1 and Section 3.2 hereof. In connection with Buyer’s investigation of the Company, Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, including uncertainties relating to the effects of the coronavirus disease (COVID-19), that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its Representatives own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Without limiting the foregoing provisions of this Section 8.5, Buyer hereby acknowledges and agrees that none of the Company, LED Members, any other Person is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, and that Buyer has not relied on any such estimates, projections or other forecasts or plans. Buyer further acknowledges and agrees that from and after the Closing (i) none of the Company, LED Members, or 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 use of, any such estimates, projections or forecasts or any other information, documents document or material delivered provided to Buyer or made available to Buyer, Buyer in certain “data rooms,” management presentations or in any other form in expectation of the transactions contemplated hereby herein, (ii) Buyer has not relied on any such information, document or as material and (iii) Buyer shall not assert, institute or maintain any action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal or equitable theory under which such Liability or obligation may be sought to be imposed, that makes any claim contrary to the future revenue, profitability or success of agreements and covenants set forth in this Section 8.5. Seller shall have the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, right to enforce this Section 8.5 on behalf of itself any Person that would be benefitted or protected by this Section 8.5 if such Person were a party hereto. The foregoing agreements, acknowledgements, disclaimers and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets waivers are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverirrevocable.

Acknowledgement by Buyer. Except for the representations and warranties contained in Article IV (including the related portions of the Seller Disclosure Schedulesa) or the Ancillary Agreements, Buyer acknowledges that no Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of neither the Sellers, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer and its Representatives any information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or Acquired Entities nor any of their respective Affiliates, agents or other Representatives, or nor any other PersonPerson acting on behalf of any of them, beyond those expressly given by in Article IVhas made any representation or warranty, including any implied warranty express or representation implied, as to the condition, merchantability, suitability or fitness for a any particular purpose or trade as to of any of the Transferred AssetsReal Property or other assets owned or used by the Acquired Entities, or made any representation or warranty regarding the Acquired Entities or any other matter relating to the Acquired Entities (including the Financial Statements and the Acquired Properties), except as expressly stated in this Agreement (including the Disclosure Schedules) or the Ancillary Agreements or any certificate delivered hereunder. Without limiting the foregoing, except as set forth in this Agreement or any Ancillary Agreement or any certificate delivered hereunder, Buyer agrees that (i) none of the Sellers, any Acquired Entity, any Excluded Entity, nor their respective Affiliates, nor any other person acting on behalf of any of them, will have any liability to Buyer resulting from the distribution or availability to Buyer, its Affiliates, Representatives, financing sources, or others, or any such person’s use, of information provided in anticipation of entering into this Agreement and the Ancillary Agreements, and information, documents and other materials included in the Dataroom or presentations by officers and employees of Sellers, or any of their respective Affiliates or in any other form and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations no individual named in the Offering Memorandum or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only documents posted to the Dataroom shall have any liability to Buyer resulting from or related to such individual being a source of the knowledge of Sellers for the purposes of Sellers’ representations and warranties contained set forth in Article IVthis Agreement or any Ancillary Agreement. (b) Buyer acknowledges that all forward-looking information received from or made available by or on behalf of Sellers, including projected statements of revenues, income, cash flow, and other business and financial condition and results in the Offering Memorandum, the Dataroom, or elsewhere, contain numerous uncertainties inherent in attempting to make estimates, projections and other forecasts, are not warranties of future performance or financial results, and involve numerous assumptions about risks and events that are difficult to predict and many of which are beyond the control of Sellers, their respective Affiliates, their financial advisers, and other agents. Buyer further acknowledges that it is familiar with all faults such uncertainties and without assumptions, that it takes full responsibility for making its own independent evaluation of possible future revenues, income, cash flow, and other business and financial condition and results, that it understands and has taken into account the likelihood that actual future results will differ, perhaps materially, from those reflected in any other representation such forward-looking statements, and that, except as set forth in this Agreement or warranty of any nature whatsoeverAncillary Agreement or any certificate delivered hereunder, Buyer shall have no claim against Sellers, their Affiliates or their Representatives with respect to any such forward-looking information.

Acknowledgement by Buyer. Except for Buyer acknowledges and agrees that it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the representations Company and warranties contained in Article IV (including the related portions prospects of the Seller Disclosure Schedules) or the Ancillary AgreementsTransferred Business. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that no Seller that, other than as set forth in this Agreement, the Schedules hereto and the certificates delivered pursuant hereto, neither Seller, the Company, their respective Affiliates, nor any other Person of their respective Representatives makes or has made or makes any other express or implied representation or warranty, either written express or oral, on behalf of Sellersimplied, including any representation or warranty as with respect to (i) the accuracy or completeness of any of the information regarding the Business and the Transferred Assets furnished provided or made available to Buyer and or its Representatives prior to the execution of this Agreement, or (ii) any informationprojections, documents forecasts, estimates, plans or material delivered to Buyer budgets of future revenues, expenses or made available to Buyerexpenditures, management presentations future results of operations (or in any other form in expectation component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the transactions contemplated hereby Company or as the Transferred Business; (b) agrees, to the future revenuefullest extent permitted by Law (except with respect to claims of fraud), profitability or success that none of Seller, the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and Company their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by SellersAffiliates, or any of their respective Affiliatesequityholders or Representatives shall have any personal liability or responsibility whatsoever to Buyer on any basis (including contract, agents or other Representativestort, or otherwise) based upon any other Personinformation provided or made available, beyond those expressly given by or statements made, to Buyer prior to the execution of this Agreement; (c) acknowledges that it is not aware of any facts or circumstances concerning Seller, the Company or their respective Affiliates which could result in Article IVany representation, including any implied warranty or representation as to condition, merchantability, suitability covenant contained herein being untrue or fitness for a particular purpose or trade as to inaccurate in any of the Transferred Assets, and respect; (iid) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees acknowledges that the Transferred Assets are furnished “as is”, “where is” and, subject only to the representations and warranties contained of the Company set forth in Article IVIII do not address the BCMA CAR-T Program, with all faults the CAR-NK Program or the CTL Program, and without any other representation the BCMA CAR-T Program, the CAR-NK Program and the CTL Program shall be excluded from Buyer’s consideration when evaluating the representations and warranties of the Company in Article III; and (e) acknowledges that each of Seller and the Company make no representations or warranty warranties of any nature whatsoeverkind or nature, express or implied, as to the condition, value, quality or prospects of the Company, other than as expressly set forth in Articles III and IV.

Acknowledgement by Buyer. Except Buyer acknowledges and agrees that: (a) Buyer has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and has been afforded satisfactory access to the books and records, facilities and personnel of the Company for purposes of conducting such investigation and verification, including, having an opportunity to discuss the business with management of the Company and ask questions of and receive answers from management of the Company; (b) the representations set forth in Section 3.1and 3.2 hereof constitute the sole and exclusive representations and warranties of the Seller, respectively, in connection with the transactions contemplated herein; (c) except for the representations and warranties contained set forth in Article IV (including the related portions Section 3.1and 3.2 hereof, none of the Seller Disclosure Schedules) Company, SmartGuard Members or the Ancillary Agreements, Buyer acknowledges that no Seller nor any other Person makes, or has made or makes made, any other express or implied representation representation, warranty or warrantystatement with respect to the Seller or the transactions contemplated herein and all other representations, either written warranties and statements of any kind or oralnature expressed or implied are, on behalf of Sellersin each case, specifically disclaimed by the Company and the SmartGuard Members, (including any alleged representations, warranties or statements (i) regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the estimates, projections or forecasts or any representation other information, document or warranty as material provided to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer in certain “data rooms,” management presentations or in any other form, whether written or oral, in expectation of the transactions contemplated herein, including meetings, calls or correspondence with management of the Company, or (ii) relating to the future, current or historical business, condition (financial or otherwise), results of operations, prospects, contracts, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s assets); and (d) Buyer is not relying on any representations, warranties and statements in connection with the transactions contemplated herein except the representations set forth in Section 3.1and 3.2 hereof. In connection with Buyer’s investigation of the Company, Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Company and certain business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, including uncertainties relating to the effects of the coronavirus disease (COVID-19), that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its Representatives own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Without limiting the foregoing provisions of this Section 8.5, Buyer hereby acknowledges and agrees that none of the Company, SmartGuard Members, any other Person is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, projections and forecasts, and that Buyer has not relied on any such estimates, projections or other forecasts or plans. Buyer further acknowledges and agrees that from and after the Closing (i) none of the Company, SmartGuard Members, or 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 use of, any such estimates, projections or forecasts or any other information, documents document or material delivered provided to Buyer or made available to Buyer, Buyer in certain “data rooms,” management presentations or in any other form in expectation of the transactions contemplated hereby herein, (ii) Buyer has not relied on any such information, document or as material and (iii) Buyer shall not assert, institute or maintain any action, suit, claim, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal or equitable theory under which such Liability or obligation may be sought to be imposed, that makes any claim contrary to the future revenue, profitability or success of agreements and covenants set forth in this Section 8.5. The Company shall have the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, right to enforce this Section 8.5 on behalf of itself any SmartGuard Member or Person that would be benefitted or protected by this Section 8.5. The foregoing agreements, acknowledgements, disclaimers and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets waivers are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverirrevocable.

Acknowledgement by Buyer. Except for the representations and warranties contained in Article IV (including the related portions of the Seller Disclosure Schedulesa) or the Ancillary Agreements, Buyer acknowledges that no Seller neither Seller, the Company nor any of its Subsidiaries, nor any other Person person acting on behalf of any of them, has made or makes any other express or implied representation or warranty, either written express or oralimplied, on behalf of Sellers, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer and its Representatives any information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a any particular purpose or trade as to of any of the Transferred Assetsassets owned or used by the Acquired Entities, or made any representation or warranty regarding the Acquired Entities or any other matter relating to the Acquired Entities (including the Financial Statements and the Acquired Properties), except as expressly stated in this Agreement (including the Disclosure Schedules) or the Ancillary Agreements or any certificate delivered hereunder. Without limiting the foregoing, except as set forth in this Agreement or any Ancillary Agreement or any certificate delivered hereunder, Buyer agrees that (i) neither Seller, the Company, nor their respective Subsidiaries, nor any other person acting on behalf of any of them, will have any liability to Buyer resulting from the distribution or availability to Buyer, its Affiliates, Representatives, financing sources, or others, or any such person’s use, of information provided in anticipation of entering into this Agreement and the Ancillary Agreements, including that certain Offering Memorandum dated June 27, 2013 (the “Offering Memorandum”), and information, documents and other materials included in the Dataroom or presentations by officers and employees of Seller, the Company, or any of their respective Subsidiaries or in any other form and (ii) each no individual named in the Offering Memorandum or documents posted to the Dataroom shall have any liability to Buyer resulting from or related to such individual being a source of the knowledge of Seller and each the Company for the purposes of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only to the Seller’s representations and warranties contained set forth in Article IVthis Agreement or any Ancillary Agreement. (b) Buyer acknowledges that all forward-looking information received from or made available by or on behalf of Seller, including projected statements of revenues, income, cash flow, and other business and financial condition and results in the Offering Memorandum, the Dataroom, or elsewhere, contain numerous uncertainties inherent in attempting to make estimates, projections and other forecasts, are not warranties of future performance or financial results, and involve numerous assumptions about risks and events that are difficult to predict and many of which are beyond the control of Seller, the Company, their respective Subsidiaries, their financial advisers, and other agents. Buyer further acknowledges that it is familiar with all faults such uncertainties and without assumptions, that it takes full responsibility for making its own independent evaluation of possible future revenues, income, cash flow, and other business and financial condition and results, that it understands and has taken into account the likelihood that actual future results will differ, perhaps materially, from those reflected in any other representation such forward-looking statements, and that, except as set forth in this Agreement or warranty of any nature whatsoeverAncillary Agreement or any certificate delivered hereunder, Buyer shall have no claim against Seller, its Affiliates or its Representatives with respect to any such forward-looking information.

Acknowledgement by Buyer. Except (a) Buyer is not relying nor has it relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties contained in Article IV (Section 2, including the related portions Company Disclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Seller Disclosure Schedules) or Company in connection with the Ancillary AgreementsTransactions and Buyer understands, Buyer acknowledges and agrees that no Seller nor any all other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sellers, including any representation or warranty as to the accuracy or completeness representations and warranties of any information regarding kind or nature whether express, implied or statutory are specifically disclaimed by the Business and Company. (b) In connection with the Transferred Assets furnished or made available to due diligence investigation of the Acquired Corporations by Buyer and its Representatives any informationAffiliates, documents or material delivered to Buyer or made available to Buyerstockholders, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, agents, representatives or advisors, Buyer and its Affiliates, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, agents, representatives and advisors have received and may continue to receive after the date hereof from the Company and its Affiliates, stockholders, partnersdirectors, members officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other Representativesforward-looking information, has relied on or is relying on as well as certain business plan information, regarding the Acquired Corporations and their businesses and operations. Buyer hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, and that Buyer will have no claim against any representation, warranty or statement of any kind by Sellersthe Acquired Corporations, or any of their respective Affiliates, agents stockholders, directors, officers, employees, consultants, agents, representatives or other Representativesadvisors, or any other Personperson with respect thereto. Accordingly, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do Buyer hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands acknowledges and agrees that none of the Transferred Assets are furnished “as is”Acquired Corporations, “where is” andnor any of their respective Affiliates, subject only to the representations and warranties contained in Article IVstockholders, with all faults and without directors, officers, employees, consultants, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty of any nature whatsoeverwith respect to such estimates, projections, forecasts, forward-looking statements or business plans.

Acknowledgement by Buyer. Except for Buyer acknowledges and agrees that it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the representations business, assets, condition, operations and warranties contained in Article IV (including the related portions prospects of the Seller Disclosure Schedules) or Parent and the Ancillary AgreementsSeller. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer: (a) acknowledges that no Seller that, other than as set forth in this Agreement, the Schedules hereto and the certificates delivered pursuant hereto, none of the Seller, the Parent, nor any other Person of their respective directors, officers, employees, Affiliates, agents or representatives makes or has made or makes any other express or implied representation or warranty, either written express or oralimplied, on behalf of Sellers, including any representation or warranty (i) as to the accuracy or completeness of any of the information regarding the Business and the Transferred Assets furnished provided or made available to Buyer or its agents or representatives prior to the execution of this Agreement, and its Representatives (ii) with respect to any informationprojections, documents forecasts, estimates, plans or material delivered to Buyer budgets of future revenues, expenses or made available to Buyerexpenditures, management presentations future results of operations (or in any other form in expectation component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the transactions contemplated hereby Parent or as Seller; (b) agrees, to the future revenuefullest extent permitted by law (except with respect to claims of fraud), profitability or success that none of the BusinessSeller, or the Parent, nor any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective Affiliates, managers, directors, officers, employees, stockholdersequityholders, partnersagents or representatives of the Seller, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and the Parent or their respective directorsAffiliates shall have any direct personal liability or responsibility whatsoever to Buyer on any basis (including contract, officerstort, employeesor otherwise) based upon any information provided or made available, stockholdersor statements made, partners, members to Buyer prior to the execution of this Agreement; and other Representatives, has relied on (c) acknowledges that it is not aware of any facts or is relying on circumstances concerning the Seller or the Parent which would result in any representation, warranty or statement of covenant contained herein being untrue or inaccurate in any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoeverrespect.

Acknowledgement by Buyer. Except for the representations (a) Buyer has conducted its own independent review and warranties contained in Article IV (including the related portions analysis of the Seller Disclosure Schedules) Evaluation Material, the Acquired Companies, the Business and the assets, Liabilities, results of operations and financial condition of the Acquired Companies, and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Acquired Companies for such purpose and that Buyer and its Representatives have been provided with the opportunity to ask questions of the officers and management employees of the Acquired Companies and to acquire such additional information about the Business and the assets, Liabilities, results of operations and financial condition of the Acquired Companies as Buyer and its Representatives have requested. Buyer is informed and sophisticated participants in the Transactions and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transaction. With respect to any projection or forecast delivered by or on behalf of the Ancillary AgreementsAcquired Companies to Buyer, Buyer acknowledges that no Seller nor (A) there are uncertainties inherent in attempting to make such projections and forecasts; (B) the accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts; and (C) they are familiar with each of the foregoing. (b) Buyer acknowledges that it is consummating the Transactions without any other Person has made or makes any other express or implied representation or warranty, either written express or oralimplied, on behalf of by the Sellers, including any representation their Affiliates or warranty as to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer and its Representatives any information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form Person except as expressly set forth in expectation of ARTICLE III or ARTICLE IV (as modified by the transactions contemplated hereby Disclosure Schedules). Further, except for the specific representations and warranties expressly made by the Sellers in ARTICLE III or ARTICLE IV (as to modified by the future revenueDisclosure Schedules), profitability Buyer specifically disclaims that it is relying upon or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on upon any other representations or is relying on any representation, warranty or statement of any kind warranties that may have been made by the Sellers, or any of their respective Affiliates, agents or other Representatives, Affiliates or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of and acknowledges and agrees that the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives Sellers have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of made by the Sellers, their Affiliates or any nature whatsoeverother Person.