Acknowledgement by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V or the Disclosure Schedules (together with any representations and warranties expressly and specifically made in the Company Closing Certificate or by the Members and Optionholders in any other Transaction Document) constitute the sole and exclusive representations, warranties, and statements of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise of any of the Company, the Members and Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement and all other purported representations and warranties or statements are hereby disclaimed by the Company, the Members and Optionholders, the Representative and each of their respective Non-Recourse Parties and (i) the Purchaser has and will only rely on the representations and warranties of the Company set forth in Article V or the Disclosure Schedules (together with any representations and warranties expressly and specifically made in the Company Closing Certificate or by the Members and Optionholders in any other Transaction Document), (ii) the Purchaser hereby expressly and irrevocably acknowledges and agrees that it has not relied on any other representations, warranties or statements (including by omission) and (iii) none of the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such other representations and warranties; provided, however, that nothing in this sentence shall relieve the Company or any of its Non-Recourse Parties from liability for Fraud. Without in any way limiting the generality of the foregoing, the Purchaser and the Merger Sub acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates, and certain business plan information and that the Purchaser and the Merger Sub are generally familiar with such uncertainties and that the Purchaser and the Merger Sub are responsible for their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to the Pu...
Acknowledgement by the Purchaser. The Purchaser has been informed that the Company's Common Stock is publicly-traded on the Nasdaq National Market and that the Purchase Price for the Shares may bear no relation to the future market value or book value of the Common Stock. The Purchaser further acknowledges that he has reviewed such information as he deems appropriate to evaluate whether to enter into this Agreement. The Purchaser further acknowledges that he is not relying on any oral information or representations from the Company or any other person, including representatives of the Company in connection with his decision to enter into this Agreement, including the Company's financial condition, prospects, present or future results of operations, business plans or the potential for future appreciation in the Company's Common Stock.
Acknowledgement by the Purchaser. The Purchaser understands that the representations and warranties of Blackhawk and the Sellers will not survive the Closing (except as expressly set forth in Section 9.2) and constitute the sole and exclusive representations and warranties of Blackhawk and the Sellers to the Purchaser in connection with the transactions contemplated hereby, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, any relating to the future or historical financial condition, results of operations, assets or liabilities of Blackhawk) are specifically disclaimed by Blackhawk and the Sellers. The foregoing does not affect any indemnification obligation of the Seller that may arise in accordance with the provisions contained in Sections 7.1, 7.2 and 7.3.
Acknowledgement by the Purchaser. In determining to proceed with the transaction contemplated by this Agreement, the Purchaser acknowledges that except as expressly set forth herein, the Purchaser is not relying on any covenants, representations or warranties of the Company or the Sellers.
Acknowledgement by the Purchaser. The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries. In entering into this Agreement, the Purchaser has relied solely upon its own investigation and analysis, and the representations and warranties, covenants and agreements of the Sellers and the Company contained in this Agreement, and the Purchaser:
Acknowledgement by the Purchaser. In determining to proceed with the transaction contemplated by this Agreement, the Purchaser acknowledges that (a) the Purchaser has made a due diligence review of the Company and its Subsidiaries and is satisfied with the results thereof and (b) except as expressly set forth herein, the Purchaser is not relying on any covenants, representations or warranties of the Company or the Sellers.
Acknowledgement by the Purchaser. (1) The Purchaser hereby acknowledges that it has been permitted by the Vendors to conduct an examination of the Books and Records, operations, property, contracts and prospects of the Corporation, as well as the information contained in the Confidential Information Memorandum dated and current as of August 14, 2003 prepared by the Corporation, and further acknowledges having been supplied with all additional information requested by it. The Purchaser has not formulated the opinion that any of the representations and warranties set forth in Section 5 hereof are incorrect in any material respect but the Purchaser makes no representation or warranty that information received or due diligence completed does not or will not disclose, result in or give rise to a misrepresentation or a breach of warranty by the Vendors. Purchaser undertakes to advise Vendors immediately if any information or due diligence received by it prior to the Closing Date constitutes or could, immediately or with the passing of time, constitute a breach of any representation or warranty hereunder. The Purchaser hereby further acknowledges that the aforementioned information supplied to it, whether verbally or in writing, does not in any way extend, add to or modify the representations and warranties of the Vendors contained in this Agreement or in any certificate delivered to the Purchaser pursuant hereto.
Acknowledgement by the Purchaser. The Purchaser acknowledges that the Warrantor, BTC and their respective Related Bodies Corporate (and any person acting through or in succession to any of them) are and will be entitled to use:
Acknowledgement by the Purchaser. The representations and warranties of the Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Seller or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or any of its Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser or any of its Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Seller and each of their respective Non-Recourse Parties.
Acknowledgement by the Purchaser. The Purchaser, on behalf of itself and each of its Affiliates and its and their respective Representatives, acknowledges and agrees that none of the Purchaser, any of its Affiliates and any of its and their respective Representatives, has relied on or is relying on any representation or warranty by the Sellers or any other Person, beyond those expressly contained in Article III and Article IV (including the related portions of the Schedules). Notwithstanding the foregoing or anything to the contrary in this Agreement, (x) nothing in this Section 5.6 shall in any way limit any of the representations or warranties set forth in Article III and Article IV (including the related portions of the Schedules) and (y) the provisions of this Section 5.6 shall not, and shall not be deemed or construed to waive, limit or release any claims relating to any fraud.
