Common use of Acknowledgement by the Buyer Clause in Contracts

Acknowledgement by the Buyer. 9.8.1. The Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies and, in making its determination to proceed with the Contemplated Transactions, the Buyer has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of the Company and the Sellers expressly and specifically set forth in Sections 3 and 4 of this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS, AS APPLICABLE, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shall, notwithstanding any provisions of this Agreement or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties against the Sellers or any of their respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect to the subject matter of this Agreement and that the Buyer Indemnified Parties shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9.

Acknowledgement by the Buyer. 9.8.1. The Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies Company and, in making its determination to proceed with the Contemplated Transactions, the Buyer has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of the Company and the Sellers Seller expressly and specifically set forth in Sections 3 and 4 of this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERSSELLER, AS APPLICABLE, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES COMPANY OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) COMPANY), ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS SELLER AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the SellersSeller, respectively (which claims shall, notwithstanding any provisions of this Agreement or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closingas applicable, the indemnification provided to the Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties (or any Person claiming by, through or on behalf of any of them) against the Sellers Seller or any of their its respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect to (i) the subject matter of this Agreement Agreement, including the negotiation or performance hereof, or the Contemplated Transactions or (ii) any other matter relating to the Company prior to the Closing, the operation of its business prior to the Closing, or any other transaction, circumstance or state of facts involving the Company prior to the Closing and that the Buyer Indemnified Parties (and any Person claiming by, through or on behalf of any of them) shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9. The Buyer acknowledges and agrees, on behalf of the Buyer Indemnified Parties (and any Person claiming by, through or on behalf of any of them), that none of them may avoid such limitation by (x) seeking relief for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby expressly and irrevocably waived or (y) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) with respect to this Agreement or the Contemplated Transactions. THE BUYER, ON BEHALF OF EACH OF THE BUYER INDEMNIFIED PARTIES (AND ANY PERSON CLAIMING BY, THROUGH OR ON BEHALF OF ANY OF THEM) EXPRESSLY AND IRREVOCABLY WAIVES AND RELEASES ALL RIGHTS AFFORDED BY ANY STATUTE WHICH LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS, ACKNOWLEDGES THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS AND ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT.

Acknowledgement by the Buyer. 9.8.1. The Buyer acknowledges that it has conducted, conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies Transferred Companies, and, in making its determination to proceed with the Contemplated Transactionstransactions contemplated by this Agreement, the Buyer (i) has relied solely on the results of its own independent investigation and verification, in addition to verification and the representations and warranties of the Company and the Sellers expressly and specifically set forth in Sections 3 Article V and 4 the Company expressly and specifically set forth in Article VI, as qualified by the Disclosure Schedules, and (ii) has not relied on the accuracy or completeness of this Agreementany other information provided to (or otherwise acquired by) the Buyer or any of its respective Related Parties. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES NONE OF THE COMPANY AND THE SELLERS, AS APPLICABLETHE COMPANY, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT SELLER REPRESENTATIVE NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAVE MADE ANY REPRESENTATIONS, WARRANTIES OR THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES STATEMENTS (INCLUDING BY OMISSION) OF ANY KIND OR NATURE, NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROSPECTS, ASSETS OR LIABILITIES OF THE ACQUIRED TRANSFERRED COMPANIES OR THE ACCURACY AND COMPLETENESS QUALITY, QUANTITY OR CONDITION OF ANY INFORMATION SUPPLIED RELATING THE TRANSFERRED COMPANIES' ASSETS) TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. 9.8.2IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE V AND ARTICLE VI, IN EACH CASE AS QUALIFIED BY THE DISCLOSURE SCHEDULES. The Buyer understands, acknowledges and agrees that, except for claims None of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shall, notwithstanding any provisions of this Agreement or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the ClosingCompany, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties against the Sellers or Seller Representative nor any of their respective officersRelated Parties makes or provides, directorsand the Buyer hereby waives, equity holdersany warranty or representation, agentsexpress (other than to the extent expressly and specifically set forth in Article VI) or implied, representatives as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or Affiliates condition of the Transferred Companies' assets or any other Person, whether in law or in equity, with respect to the subject matter of this Agreement and that the Buyer Indemnified Parties shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9part thereof.

Acknowledgement by the Buyer. 9.8.1(a) The Buyer is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Companies and their respective Subsidiaries as contemplated hereunder. The Buyer acknowledges that has undertaken to its satisfaction such investigation and has been provided with and has evaluated such documents and information as it has conducteddeemed necessary to enable it to make an informed and intelligent decision with respect to the execution, to its satisfactiondelivery and performance of this Agreement, including without limitation an independent investigation and verification of the financial condition, results of operations, assets, liabilitiesproperties, properties liabilities and projected operations prospects of the Acquired Companies andand their respective Subsidiaries. The Buyer acknowledges that the Sellers have given the Buyer complete and open access to the key employees, in documents and facilities of the Companies and their respective Subsidiaries. The Buyer will undertake prior to Closing such further investigation and request such additional documents and information as it deems necessary. In making its determination to proceed with the Contemplated Transactionstransactions contemplated by this Agreement, the Buyer (i) has relied solely on the results of its own independent investigation and verification, in addition to verification and the representations and warranties of the Company and the Sellers expressly and specifically set forth in Sections 3 Article V and 4 the Companies expressly and specifically set forth in Article VI, as qualified by the Disclosure Schedules, and (ii) has not relied on the accuracy or completeness of any other information, representation or warranty provided to (or otherwise acquired by) the Buyer or any of its Related Parties. The representations and warranties of the Sellers expressly and specifically set forth in Article V and the Companies expressly and specifically set forth in Article VI, in each case as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the Sellers, the Companies or any of their respective Related Parties in connection with the transactions contemplated by this Agreement, and all other representations, warranties, and statements (including by omission) of any kind or nature, whether oral or written, express or implied, statutory or otherwise, as to any matter concerning the Sellers, the Companies or their respective Affiliates or in connection with the transactions contemplated by this Agreement, are specifically waived by the Buyer and disclaimed by the Sellers, the Companies and each of their respective Related Parties, including, for the avoidance of doubt, any representation or warranty with respect to the historical or future financial or other condition, results of operations, assets, properties or liabilities of the Companies and their respective Subsidiaries, the quality, quantity, merchantability, fitness for a particular purpose, conformity to samples or other condition of the assets of the Companies and their respective Subsidiaries, or the accuracy or completeness of any other information provided to (or otherwise acquired by) the Buyer or any of its Related Parties. SUCH REPRESENTATIONS AND WARRANTIES BY EXCEPT FOR THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SELLERS EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE V AND THE SELLERSCOMPANIES EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE VI, IN EACH CASE AS APPLICABLEQUALIFIED BY THE DISCLOSURE SCHEDULES, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR IS ACQUIRING THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, SECURITIES AND THE BUYER UNDERSTANDSCOMPANIES AND THEIR RESPECTIVE SUBSIDIARIES AND THEIR UNDERLYING ASSETS, ACKNOWLEDGES BUSINESSES AND AGREES THAT ALL OTHER REPRESENTATIONS LIABILITIES (WHETHER KNOWN OR UNKNOWN AND WARRANTIES OF ANY KIND WHETHER ACCRUED OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO NOT ON THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES STATEMENTS OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIESTHEIR RESPECTIVE SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATESON AN “AS IS, WHERE IS” BASIS. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims (b) None of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shallthe Companies or any Related Party thereof, notwithstanding whether in an individual, corporate or any provisions of this Agreement other capacity, will have or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of any liability or obligation (indemnification or otherwise) to the Buyer Indemnified Parties against the Sellers or any of their respective officers, directors, equity holders, agents, representatives or Affiliates its Related Parties resulting from (nor shall the Buyer or any of its Related Parties have any claim with respect to) the distribution to the Buyer or its Related Parties, or the Buyer’s or its Related Parties’ use of, or reliance on, any information, documents, projections, forecasts or other Personmaterial made available to the Buyer or any of its Related Parties, whether through the Data Room or presentations (including, for the avoidance of doubt, any “management presentations”) or otherwise, in expectation of, or in connection with, the transactions contemplated by this Agreement, or otherwise, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether in contract or tort, at law or in equity, or otherwise. (c) Without in any way limiting the generality of the foregoing, the Buyer acknowledges that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information), that no representations, warranties or statements (including by omission) of any kind are being made with respect to thereto, that neither the subject matter Buyer nor any of this Agreement its Related Parties is relying thereon, and that the Buyer Indemnified and its Related Parties shall have no other monetary remedy or recourse claim against anyone with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9thereto.

Acknowledgement by the Buyer. 9.8.1. The Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies and, in making its determination to proceed with the Contemplated Transactions, the Buyer has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of the Company and the Sellers expressly and specifically set forth in Sections 3 and 4 of this Agreement. SUCH THE BUYER ACKNOWLEDGES AND AGREES THAT: (a) THE REPRESENTATIONS AND WARRANTIES BY OF OR REGARDING THE COMPANY SELLER, PARENT AND THE SELLERS FUNDS, OR ANY OF THEIR RESPECTIVE AFFILIATES, SPECIFICALLY INCLUDED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SELLER, PARENT AND THE SELLERSFUNDS, AS APPLICABLEOR ANY OF THEIR RESPECTIVE AFFILIATES, TO THE BUYER AND THE BUYER FUNDS, OR ANY OF THEIR RESPECTIVE AFFILIATES, IN CONNECTION WITH THE TRANSACTIONS. (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SPECIFICALLY INCLUDED IN THIS AGREEMENT OR THE CONTEMPLATED ANCILLARY AGREEMENTS, THE BUYER HEREBY SPECIFICALLY DISCLAIMS AND MAY NOT (HAS NOT AND WILL NOT) RELY ON (INCLUDING AS TO VERACITY), AND IRREVOCABLY AND UNCONDITIONALLY WAIVES AND RELEASES ANY CLAIMS (WHETHER FOR BREACH OF CONTRACT, TORT, FRAUD OR OTHERWISE) BASED ON, ARISING FROM OR RELATING TO, ANY REPRESENTATION, WARRANTY, OR STATEMENT (WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED) MADE OR SUPPLIED BY, OR ON BEHALF OF, THE SELLER, PARENT OR THE FUNDS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, IN OR IN CONNECTION WITH ANY PROPOSAL OR OTHER DOCUMENT RELATING TO, OR MADE IN CONNECTION WITH ANY DISCUSSIONS, INVESTIGATION, DUE DILIGENCE OR NEGOTIATION RELATING TO, THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS OR THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, INCLUDING ANY REPRESENTATION, WARRANTY, OR STATEMENT 41 114399-0014/143865664.11 (WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED) RELATING TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED, THE SUCCESS OF THE TRANSACTIONS, WHETHER IN WRITINGINTEGRATION PLANS OR EFFORTS, ORALLY ASSET LEVELS, CLIENT OR OTHERWISECUSTOMER TRACKING, AND SALES OR MARKETING PLANS OR EFFORTS, PROJECTIONS, ESTIMATES OR FORECASTS, FUTURE RESULTS OF OPERATIONS OR PROFITABILITY, GROSS OR NET REVENUES TO BE EARNED OR ACCRUED, AMOUNTS OF WAIVERS, ASSUMPTIONS, REIMBURSEMENTS, OR OTHER PAYMENTS, EXPENDITURES, DEDUCTIONS OR EXPENSES (OR ACCRUALS THEREFOR) OR PURCHASE PRICE PAYMENTS. (c) ANY CLAIMS THE BUYER UNDERSTANDSOR THE BUYER FUNDS, OR ANY OF THEIR RESPECTIVE AFFILIATES, MAY HAVE FOR A BREACH OF REPRESENTATION OR WARRANTY SHALL BE BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES OF OR REGARDING THE SELLER, PARENT, THE FUNDS OR ANY OF THEIR RESPECTIVE AFFILIATES AS SET FORTH IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS. (d) THE BUYER ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS (I) IT, THE BUYER FUNDS AND WARRANTIES OF ANY KIND OR NATURETHEIR RESPECTIVE AFFILIATES HAVE MADE THEIR OWN INQUIRY AND INVESTIGATION INTO THE SELLER, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY PARENT AND THE SELLERS AND ARE NOT BEING RELIED UPON BY FUNDS, AS WELL AS THE TRANSACTIONS, AND, BASED THEREON, THE BUYER AND THE BUYER FUNDS HAVE FORMED AN INDEPENDENT JUDGMENT CONCERNING THE TRANSACTIONS, AND (II) IT AND THE BUYER FUNDS HAVE BEEN FURNISHED WITH, OR ANY OF ITS REPRESENTATIVES OR AFFILIATESGIVEN ADEQUATE ACCESS TO, SUCH INFORMATION ABOUT THE SELLER, PARENT AND THE FUNDS, AND THE TRANSACTIONS, AS IT HAS REQUESTED. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shall, notwithstanding any provisions of this Agreement or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties against the Sellers or any of their respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect to the subject matter of this Agreement and that the Buyer Indemnified Parties shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9.

Acknowledgement by the Buyer. 9.8.1(a) The Buyer and its Representatives have conducted its (and their) own independent investigation, review and analysis of the Evaluation Material, the Companies, the Business and the assets, Liabilities, results of operations and financial condition of the Companies, and acknowledges that the Buyer has been provided access to the personnel, properties, premises and records of the Companies for such purpose and that the Buyer and its Representatives have been provided with the opportunity to ask questions of the officers and management employees of the Companies and to acquire such additional information about the Companies, the Business and the assets, Liabilities, results of operations and financial condition of the Companies as the Buyer and its Representatives have requested. The Buyer is an informed and sophisticated participant 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 Transactions. (b) The Buyer acknowledges that it has conductedis consummating the Transactions without any representation or warranty, express or implied, by the Companies, the Equity Sellers or the Seller or any of their Affiliates except as expressly set forth in ARTICLE III (as modified by the Seller Disclosure Schedules). The Buyer acknowledges that, except for the matters that are expressly covered by the provisions of this Agreement and for matters relating to the fraud or willful misconduct of the Equity Sellers or the Seller, it is relying on its satisfaction, an independent own investigation and verification analysis in entering into the Transaction Documents and the Transactions. (c) In furtherance of the financial conditionforegoing, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies and, not in making its determination to proceed with the Contemplated Transactionslimitation thereof, the Buyer has relied on acknowledges that no representation or warranty, express or implied, of the results Companies, the Equity Sellers or the Seller or any of their respective Affiliates or Representatives or any other Person (including the Hongkong and Shanghai Banking Incorporation Limited, and Credit Agricole Securities (USA) Inc., or Credit Agricole Corporate and Investment Bank), with respect to the Companies, the Equity Sellers, the Seller or the Purchased Assets, including (i) the information set forth in the Confidential Information Memoranda; (ii) any other information provided to the Buyer or any of its own independent investigation Affiliates or Representatives pursuant to the Confidentiality Agreement, including the Evaluation Material; and verification(iii) any financial projection or forecast delivered to the Buyer or any of its Affiliates or Representatives with respect to the revenues or profitability which may arise from the operation of the Companies either before or after the relevant Closing Date, shall (except as otherwise expressly represented in addition ARTICLE III of this Agreement) form the basis of any Action or Proceeding against the Companies, the Equity Sellers, the Seller or any of their respective Affiliates or Representatives with respect thereto or with respect to any related matter. With respect to any projection or forecast delivered by or on behalf of the Companies to the Buyer, the Buyer acknowledges that (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. The Buyer has no Knowledge of any facts and/or circumstances that could make any of the representations and warranties of the Company and the Sellers expressly and specifically set forth Seller contained in Sections 3 and 4 of this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS, AS APPLICABLE, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATESARTICLE III untrue or misleading. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shall, notwithstanding any provisions of this Agreement or the Escrow Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties against the Sellers or any of their respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect to the subject matter of this Agreement and that the Buyer Indemnified Parties shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9.

Acknowledgement by the Buyer. 9.8.1. (a) The Buyer acknowledges that it has conducted, conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Acquired Companies Company and the Subsidiary and, in making its determination to proceed with the Contemplated Transactionstransactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and verification, verification and the representations and warranties of the Company and/or the Company Shareholder expressly and specifically set forth in addition to this Agreement or any Ancillary Agreement. Such representations and warranties by the Company and/or the Company Shareholder constitute the sole and exclusive representations and warranties of the Company and the Sellers expressly Company Shareholder to the Buyer in connection with the transactions contemplated hereby, and specifically set forth in Sections 3 and 4 of this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS, AS APPLICABLE, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, WHETHER IN WRITING, ORALLY OR OTHERWISE, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. 9.8.2. The the Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the that all other representations and warranties made of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the Subsidiary or the quality, quantity or condition of the assets of the Company or the Subsidiary, or their merchantability or fitness for a particular purpose) are specifically disclaimed by the Company and the SellersCompany Shareholder, respectively and the Buyer hereby waives any warranty or representation, express or implied, other than those explicitly set forth herein. (which claims shallb) In connection with the Buyer’s investigation of the Company and the Subsidiary, notwithstanding any provisions the Buyer has received from or on behalf of this Agreement the Company or the Escrow AgreementCompany Shareholder certain projections, be asserted solely against including projected statements of operating revenues and income from operations of the individual Seller Company and the Subsidiary for the fiscal year ended October 31, 2008 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. The Buyer acknowledges that committed there are uncertainties inherent in attempting to make such intentional fraudestimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties, that the Buyer is taking full responsibility for making its 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), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy of the Buyer Indemnified Parties against the Sellers or any of their respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect to the subject matter of this Agreement and that the Buyer Indemnified Parties shall have no other monetary remedy claim against the Company or recourse the Company Shareholder with respect thereto. Accordingly, neither the Company nor the Company Shareholder make any representations or warranties whatsoever with respect to any such estimates, projections and other forecasts and plans (including the reasonableness of the foregoing assumptions underlying such estimates, projections and forecasts). The Buyer agrees that neither the Company, nor the Company Shareholder nor any other than indemnification pursuant toPerson will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its business, including the Confidential Information Memorandum prepared by X. X. Xxxxx Advisory, LLC (the “Information Memorandum”), and subject any information, document or material made available to the terms and conditions of, Section 9Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgement by the Buyer. 9.8.1. (a) The Buyer acknowledges that it has conductedconducted an investigation, to its satisfaction, an independent investigation analysis and verification evaluation of the financial condition, results of operationsbusiness, assets, liabilitiescondition, properties operations and projected operations prospects of the Acquired Companies Company and its Subsidiaries based on documents and information obtained from the Company and other sources and, in making its determination to enter into this Agreement and to proceed with the Contemplated Transactionstransactions contemplated hereby, the Buyer has relied on the results of such investigation, analysis and evaluation and the representations, warranties, covenants and agreements expressly set forth in the Transaction Documents. (b) The Buyer acknowledges and agrees that none of the Company, its own independent investigation and verification, in addition to the representations and warranties affiliates nor any other Person acting on behalf of the Company and has made any representation or warranty, express or implied except as expressly set forth in this Agreement or the Sellers expressly and Schedules hereto or any other Transaction Document. The Buyer further agrees that none of the Company, its affiliates nor any other Person acting on behalf of the Company will have or be subject to any liability, except as specifically set forth in Sections 3 and 4 of this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS, AS APPLICABLEto the Buyer or any other Person resulting from the distribution to the Buyer, TO THE BUYER IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONSfor the Buyer’s use, WHETHER IN WRITINGof any such information, ORALLY OR OTHERWISEincluding any information, AND THE BUYER UNDERSTANDSdocument or material made available to the Buyer on CD-ROM, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE ACQUIRED COMPANIES OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION SUPPLIED RELATING TO THE ACQUIRED COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT BEING RELIED UPON BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. 9.8.2. The Buyer understands, acknowledges and agrees that, except for claims of intentional fraud based upon, subject to Section 9.8.1, the representations and warranties made by the Company and the Sellers, respectively (which claims shall, notwithstanding in certain “data rooms,” management presentations or any provisions other form in expectation of this Agreement or the Escrow transactions contemplated hereby. (c) The Buyer acknowledges and agrees, on behalf of itself and each Buyer Indemnitee, that (i) it is reasonable for the Buyer to rely solely on the representations or warranties of the Sellers specifically contained in this Agreement, be asserted solely against the individual Seller that committed such intentional fraud), following the Closing, the indemnification provided to Buyer Indemnified Parties pursuant to, and subject to the terms and conditions of, this Section 9 shall be the sole and exclusive monetary remedy ; (ii) none of the Buyer Indemnified Parties against or any of its affiliates are affiliated with, related to, or have a fiduciary relationship with, any Seller or any of its respective affiliates; and (iii) the Sellers Buyer Indemnitees shall have a right to indemnification solely as provided in Article 7 and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by the Seller, the Company, any of their respective affiliates or any of their respective officers, directors, equity holders, agents, representatives or Affiliates or any other Person, whether in law or in equity, with respect otherwise made available to the subject matter of Buyer, except as set forth expressly in this Agreement and that or the Buyer Indemnified Parties shall have no other monetary remedy or recourse with respect to any of the foregoing other than indemnification pursuant to, and subject to the terms and conditions of, Section 9Schedules.