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 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 IV, with all faults and without this Agreement or any other representation or warranty of any nature whatsoeverAncillary Agreement.

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 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 IV, with all faults and without this Agreement or any other representation or warranty of any nature whatsoeverAncillary 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 3.1and 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.