Acknowledgements by Buyer. (a) Buyer acknowledges that it is not relying on any representation or warranty of Seller, other than those representations and warranties specifically set forth in ARTICLE III of this Agreement. Buyer acknowledges and agrees that it has conducted to its satisfaction its own independent review and analysis of the Business, including the assets, financial condition, results of operations and activities of the Business, the Transferred Entities, the JV Entities, the Transferred Assets and the nature and condition of their respective properties, assets, Liabilities (including the Assumed Liabilities) businesses and prospects. Buyer is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in the evaluation and purchase of companies, property and assets such as the Business, the Transferred Entities, the JV Entities, the Transferred Assets and their respective properties, assets, Liabilities (including the Assumed Liabilities) businesses and prospects. Buyer has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of the Original Agreement, this Agreement and the other Transaction Documents and has relied solely upon its own investigation and the express representations and warranties set forth in ARTICLE III. Buyer acknowledges that Seller has given Buyer access to the employees, documents and facilities of the Business, the Transferred Assets, the JV Entities and the Transferred Entities for the purpose of evaluating the transaction contemplated by the Transaction Documents.
(b) Buyer acknowledges and agrees that none of Seller or its Subsidiaries or any other Person acting on behalf of them (i) has made any representation or warranty, express or implied, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of any assets of or held by the Business (including the Transferred Assets), the Transferred Entities or the JV Entities, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, the Transferred Assets, the Assumed Liabilities, the Transferred Entities or the JV Entities, in each case except as expressly set forth in this Agreement.
(c) Buyer ack...
Acknowledgements by Buyer. Buyer has undertaken such investigation and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and has relied upon its own investigation and the express representations and warranties set forth in this Agreement. Buyer acknowledges and agrees that none of Buyer or any of its Affiliates has relied on any statement or information made or provided by Sapphire or its Affiliates, or any other Person, other than the representations of Sapphire expressly set forth in Article III or any of the Transaction Documents or any closing certificate or document delivered in connection herewith.
Acknowledgements by Buyer. (a) Each of Buyer, German Buyer and Holdings acknowledges and agrees that it has conducted its own independent review and analysis of the Business and the Business Entities and their assets, financial condition, results of operations and prospects. Each of Buyer and German Buyer is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in the evaluation and purchase of companies, property and assets such as the Business and the Business Entities and their properties and assets and the Equity Interests as contemplated hereunder. Each of Buyer, German Buyer and Holdings has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and has relied solely upon its own investigation and the express representations and warranties set forth in this
Acknowledgements by Buyer. In order to induce Louisiana-Pacific to enter into and perform this Agreement and the Ancillary Agreements, Buyer acknowledges and agrees with Louisiana-Pacific as follows:
(a) To the knowledge of Buyer, Louisiana-Pacific's representations and warranties made in Article IV are true and correct. To the extent any representation or warranty of Louisiana-Pacific made herein is, to the knowledge of Buyer acquired prior to the Closing, untrue or incorrect with respect to a particular matter (other than if such knowledge is obtained by an update to the Disclosure Schedule pursuant to Section 6.10), and Buyer closes under this Agreement without promptly disclosing to Louisiana-Pacific in writing such knowledge prior to the Closing Date, Buyer shall have no rights under this Agreement or the Ancillary Agreements (unless the parties mutually agree upon an amendment thereto) by reason of such untruth or inaccuracy with respect to such matter; provided, that Louisiana-Pacific shall have the burden of proving such knowledge of Buyer.
(b) Buyer will be relying solely on its own investigation as to the Business and Louisiana-Pacific's representations and warranties set forth in Article IV, and except as otherwise expressly agreed in the Environmental Agreement, is assuming the risk that adverse physical, economic or other conditions or circumstances (including soils and groundwater conditions) may not have been revealed by such investigation.
(c) EXCEPT AS SET FORTH IN ARTICLE IV OF THIS AGREEMENT AND IN ARTICLE II OF THE ENVIRONMENTAL AGREEMENT, NONE OF LOUISIANA-PACIFIC OR ANY OF ITS AFFILIATES, EMPLOYEES, REPRESENTATIVES OR AGENTS MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, WRITTEN OR ORAL, FURNISHED TO OR PREPARED AT THE REQUEST OF BUYER OR ANY OF ITS AFFILIATES, EMPLOYEES, REPRESENTATIVES OR AGENTS WITH RESPECT TO LOUISIANA-PACIFIC, LPS CORPORATION AND THE SUBSIDIARIES OR ANY OF THEIR BUSINESSES, ASSETS OR PROPERTIES.
(d) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT AND IN ARTICLE II OF THE ENVIRONMENTAL AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF LOUISIANA-PACIFIC, LPS CORPORATION AND THE SUBSIDIARIES TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, IN RELATION THERETO BETWEEN THE PARTIES OTHER THAN THOSE INCORPORATED HEREIN....
Acknowledgements by Buyer. BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY AND SELLERS IN THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT OR IN THE ANCILLARY AGREEMENTS, ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING 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 SELLERS.
Acknowledgements by Buyer. Buyer hereby acknowledges that, since March 1, 2008, it has been managing the day-to-day operations of the sleep diagnostic facility owned by Seller. Buyer further acknowledges that it has had an opportunity to ask questions of and receive answers from representatives of Seller concerning the Acquired Assets and the businesses and operations of Seller. Notwithstanding anything to the contrary herein, no such answers, information or disclosures provided by any representative of Seller shall be deemed to amend or supplement the representations and warranties made by Seller herein or prevent or cure any misrepresentation, breach of warranty or breach of covenant by Seller.
Acknowledgements by Buyer. In order to induce BHP Hawaii and BHP Pacific to enter into and perform this Agreement and the Ancillary Agreements, Buyer acknowledges and agrees with BHP Hawaii and BHP Pacific as follows: THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE IV OF THIS AGREEMENT AND IN ARTICLE II OF THE ENVIRONMENTAL AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF BHP HAWAII, BHP PACIFIC AND THE OTHER BHP AFFILIATES TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE ANCILLARY AGREEMENTS. THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERSTANDINGS OR AGREEMENTS, ORAL OR WRITTEN, IN RELATION THERETO AMONG THE PARTIES OTHER THAN THOSE INCORPORATED HEREIN AND THEREIN. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV OF THIS AGREEMENT AND IN ARTICLE II OF THE ENVIRONMENTAL AGREEMENT, BUYER DISCLAIMS RELIANCE ON ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OR ON BEHALF OF BHP HAWAII, BHP PACIFIC OR ANY OTHER BHP AFFILIATE, OR ANY EMPLOYEES, REPRESENTATIVES OR AGENTS OF ANY OF SUCH PERSONS. Nothing in this Section 6.7 shall be deemed to lessen in any way Buyer's reliance on, and right to enforce, any covenant or agreement contained in this Agreement or in the Environmental Agreement.
Acknowledgements by Buyer. Notwithstanding any other provision of this Amendment and Waiver or the Stock Purchase Agreement to the contrary, Buyer acknowledges and agrees that Buyer shall not have any right to refuse to consummate the Contemplated Transactions pursuant to Section 8.01(d), Section 8.02(a), Section 8.02(b) or Section 8.02(g), in each case, based on any matter set forth in the Amendment Officer’s Certificate or, with respect to Section 8.01(d) only, any matter arising after the date of this Amendment and Waiver, including any matter that is set forth in any Updated Disclosure Schedule delivered by Seller to Buyer following the date of this Amendment and Waiver. Notwithstanding any other provision of this Amendment and Waiver or the Stock Purchase Agreement to the contrary, Buyer acknowledges and agrees that the Amendment Officer’s Certificate shall be void and shall have no force or effect if the Closing does not occur, in which case, any references to the Amendment Officer’s Certificate herein shall also no longer have any force or effect.
Acknowledgements by Buyer. THE REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER, EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING THE DISCLOSURE SCHEDULES, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER 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 WHETHER EXPRESS, IMPLIED OR STATUTORY (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 PARENT AND SELLER.
Acknowledgements by Buyer. Buyer acknowledges that (a) the Common Stock has not been registered under the Securities Act of 1933, as amended, and may only be sold pursuant to an effective registration statement under such Act, or pursuant to an exemption from such Act; (b) Sellers are shareholders of Prometheus, and prior to November 2, 1992, were not involved in the day-to-day operations of Prometheus and its subsidiaries and predecessors, all of which operations were sold on such date, and (c) while Sellers have endeavored to determine the status of all matters covered by the representations, warranties and covenants contained in Section 4 hereof, none of Sellers, their affiliates or any of their respective officers, directors, employees or agents has knowledge sufficient to assess the accuracy of such representations, warranties and covenants, and, accordingly, such representations, warranties and covenants are made solely to allocate risk of loss as between Buyer on one hand and Sellers on the other hand. This acknowledgement in no way limits the rights of Buyer Indemnitees under Section 5 hereof.
