Acknowledgement of Buyer Sample Clauses

Acknowledgement of Buyer. Buyer acknowledges that it has conducted, to its satisfaction, its own independent investigation of the Companies and the Company Subsidiaries and, in making the determination to proceed with the transactions contemplated hereby, Buyer has relied on the results of its own independent investigation.

Acknowledgement of Buyer. In connection with Buyer’s investigation of the Business and the Transferred Stock and Assets, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business and certain business plan information of the Business. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that 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), and that, except in respect of cases involving fraud, Buyer shall have no claim against the Visteon Sale Entities, any of their respective Affiliates or any other Person with respect thereto. Accordingly, Seller makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts), and Buyer has not relied thereon.

Acknowledgement of Buyer. Buyer acknowledges that it has (a) conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and (b) relied on the results of its own independent investigation and verification and the representations and warranties of the Sellers expressly and specifically set forth in this Agreement, including the Disclosure Schedules (and updated Disclosure Schedules), in making its determination to proceed with the transactions contemplated by this Agreement. The representations and warranties of the Sellers expressly and specifically set forth in this Agreement, including the Disclosure Schedules (and updated Disclosure Schedules), constitute the sole and exclusive representations and warranties of the Sellers and the Company to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company, or the quality, quantity or condition of the Company’s assets) are specifically disclaimed by the Sellers (on behalf of themselves and the Company). The Sellers and the Company do not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness as for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto, except as expressly set forth in Section 3.7. In connection with Buyer’s investigation of the Company, Buyer has received certain projections, pro forma financials or adjustments, including projected statements of operating revenues and income from operations of the Company and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts, pro forma financials, adjustments and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for such estimates, projections, forecasts, pro forma financials, adjustments and plans so furnished to it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections, forecasts, pro forma financials, adjustments and plans Acco...

Acknowledgement of Buyer. THE BUYER UNDERSTANDS THAT THE DEBENTURES ARE BEING OFFERED AND SOLD, AND THE SHARES ARE BEING OFFERED, TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND THE BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE BUYER SET FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF THE BUYER TO ACQUIRE THE DEBENTURES AND TO RECEIVE AN OFFER OF THE SHARES.

Acknowledgement of Buyer. By purchasing a Hyperform product, the Buyer accepts this Warranty and acknowledges the following:

Acknowledgement of Buyer. Buyer hereby confirms, ratifies, acknowledges and agrees that: (a) Notwithstanding anything to the contrary contained herein, the Inspection Period expires upon execution of this Agreement; (b) Contemporaneously with the execution of this Agreement, Buyer shall deliver the Additional Deposit of $5,000,000.00 into Escrow with the Escrow Holder and shall transfer the Initial Deposit from Initial Escrowee to Escrow Holder; (c) Notwithstanding anything to the contrary contained in this Agreement, Buyer has reviewed and approved the Title Documents, the Survey and any title report or title commitment Buyer obtained from FirstAm, and has not notified Parent or Seller of any Title Defects. Buyer hereby (a) agrees that all matters shown on the Survey and all matters described in the Title Report (and any matters described in any title report or title commitment from FirstAm) shall be deemed “Permitted Exceptions,” and (b) waives any right to terminate this Agreement pursuant to Section 3 hereof; (d) Buyer has received all of the Due Diligence Items; and (e) Notwithstanding anything to the contrary contained in this Agreement, Buyer has reviewed the Contracts, and hereby (i) agrees that all Contracts listed on Schedule 4.1.11(D) are deemed approved by Buyer, and (ii) waives any right to require Parent or Seller to terminate any of the Contracts set forth on Schedule 4.1.11 (D) on or prior to the date of Closing.

Acknowledgement of Buyer. The representations and warranties of Sellers expressly and specifically set forth in this Agreement, including the Disclosure Schedules (and updated Disclosure Schedules), constitute the sole and exclusive representations and warranties of the Company and Sellers to Buyer in connection with the transactions contemplated hereby. 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 that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility and other forecasts and plans so furnished to it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer hereby acknowledges that neither of the Company or Sellers is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts.

Acknowledgement of Buyer. Buyer has conducted its own independent review and analysis of the business, assets, condition (financial and other), operations and prospects of the Bank. In entering into this Agreement, Buyer has relied solely on its investigation and analysis and the representations and warranties of Seller set forth in this Article III or Article IV of this Agreement. Buyer acknowledges that, other than as set forth in this Agreement, none of Seller, the Banks, their Affiliates or their respective directors, officers, employees, stockholders, agents or Representatives makes or has made any representation or warranty, either express or implied, as to the Banks, their respective assets and properties, the results of their operations, their liabilities, the conduct of their businesses, their condition (financial or other), their prospects, the accuracy or completeness of any of the information (including, without limitation, projections, forecasts, budgets and estimates) provided or made available to Buyer or its Affiliates or their respective directors, officers, employees, stockholders, partners, agents or Representatives (nor will any such Person make any such representation or warranty with respect to information provided to Buyer or its Affiliates or their respective directors, officers, employees, stockholders, partners, agents or Representatives in accordance with this Agreement or otherwise) or any other matter relating to the

Acknowledgement of Buyer. Buyer 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 Company. In making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and verification, and the representations and warranties of the Company and the Shareholders expressly and specifically set forth in this Agreement, including the Schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SHAREHOLDERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SHAREHOLDERS. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, AND EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE COMPANY AND THE SHAREHOLDERS DISCLAIM ANY REPRESENTATION AND WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS, AND AVER THAT SUCH ASSETS ARE BEING SOLD "AS IS, WHERE IS."

Acknowledgement of Buyer. Buyer acknowledges that the representations and warranties made by each Seller and the Company respectively in this Agreement are the exclusive representations and warranties made by them. Buyer further acknowledges and agrees that Seller Parties and the Company disclaim any other express or implied representations or warranties. Buyer acknowledges and agrees that it has received and carefully reviewed information regarding the Company and the Shares and has, to the extent it has deemed necessary or advisable, reviewed that information and this Agreement with its investment, Tax, accounting and legal advisors. Buyer and such advisors have been given a full opportunity to ask questions of and to receive answers from each Seller and the Company concerning the acquisition of the Shares and the Company and have received or been given access to such information and documents as are necessary to verify the accuracy of the information furnished to Buyer concerning an investment in the Shares as Buyer or such advisors have requested.