Common use of Acknowledgements by Buyer Clause in Contracts

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 acknowledges and agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”, except as expressly set forth in this Agreement or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its Subsidiaries, except as expressly set forth in ARTICLE III. (d) In connection with Buyer’s investigation of the Business, the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities and the JV Entities and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither Seller nor any of its Subsidiaries nor any other Person is making any representation or warranty with respect to such estimates, projections or other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or forecasts (or any component thereof).

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 acknowledges and agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”, except as expressly set forth in this Agreement or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its Subsidiaries, except as expressly set forth in ARTICLE III. (d) In connection with Buyer’s investigation of the Business, the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities and the JV Entities and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither Seller nor any of its Subsidiaries nor any other Person is making any representation or warranty with respect to such estimates, projections or other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or forecasts (or any component thereof).

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 University and the DVU Transferred Entities and their 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, University and the DVU Transferred Entities, the JV Entities, the Transferred Assets Entities and their respective properties, assets, Liabilities (including properties and assets and the Assumed Liabilities) businesses and prospectsDVU Equity Interests as contemplated hereunder. 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 this 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 University and the DVU Transferred Entities for the purpose of evaluating the transaction contemplated by the Transaction Documents. (b) Buyer acknowledges and agrees that none of Seller Seller, the DVU Transferred Entities, the University or its Subsidiaries or their Affiliates 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 University or the JV DVU Transferred Entities, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, University or the Transferred Assets, the Assumed Liabilities, the DVU Transferred Entities or (including the JV EntitiesReview Documents), in each case except as expressly set forth in this Agreement. (c) Buyer acknowledges and agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”case, except as expressly set forth in this Agreement or any other agreement or certificate executed the representations and delivered warranties set forth in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its Subsidiaries, except as expressly set forth in ARTICLE III. (dc) In connection with Buyer’s investigation of the Business, University and the DVU Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities University and the JV DVU Transferred Entities and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither that, except as expressly set forth in the representations and warranties set forth in the Transaction Documents, Seller nor any of its Subsidiaries nor any other Person is making any makes no representation or warranty with respect to such estimates, projections or and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or and forecasts (or any component thereof).

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 Company and the Company Subsidiaries and their 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, Company and the Transferred Entities, the JV Entities, the Transferred Assets Company Subsidiaries and their respective properties, assets, Liabilities (including properties and assets and the Assumed Liabilities) businesses and prospectsLLC Interests as contemplated hereunder. 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 IIIthis Agreement. Buyer acknowledges that Seller has given Buyer access to the employees, documents and facilities of the Business, the Transferred Assets, the JV Entities Company and the Transferred Entities Company Subsidiaries for the purpose of evaluating the transaction contemplated by the Transaction Documents. (b) Buyer acknowledges and agrees that none of Seller Seller, the Company, the Company Subsidiaries or its Subsidiaries or their Affiliates 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 Company and the Transferred Assets), the Transferred Entities or the JV EntitiesCompany Subsidiaries, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Business, Company and the Transferred Assets, the Assumed Liabilities, the Transferred Entities or the JV EntitiesCompany Subsidiaries, in each case except as expressly set forth in this Agreement. (c) Buyer acknowledges and agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, Company and the JV Entities Company Subsidiaries and the LLC Interests are sold “as is”, except as expressly set forth in this Agreement or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities Company and the JV Entities Company Subsidiaries in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its SubsidiariesSeller, except as expressly set forth in ARTICLE IIIthis Agreement or any other agreement or certificate delivered in connection herewith, including the Transaction Documents. (d) In connection with Buyer’s investigation of the Business, the Transferred Entities, the JV Entities, the Transferred Assets Company and the Assumed LiabilitiesCompany Subsidiaries, Buyer, its Subsidiaries and Representatives may have Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities Company and the JV Entities Company Subsidiaries and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither Seller nor any of its Subsidiaries nor any other Person is making does not make any representation or warranty with respect to such estimates, projections or and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or and forecasts (or any component thereof).

Acknowledgements by Buyer. In determining to proceed with the transactions contemplated by this Agreement, Buyer acknowledges that: (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 sophisticated entity with sufficient knowledge and sophisticated purchaser, experience in investment and has engaged expert advisors financial matters and Representatives, experienced in the evaluation and purchase of companies, property and assets such as Business in which 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 Company Entities are engaged 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 be capable of evaluating the transaction risks and merits of the transactions contemplated by the Transaction Documentsthis Agreement. (b) Buyer has been afforded the opportunity to obtain information and to ask questions it deemed necessary regarding the Company Entities and their respective businesses, operations, financial condition and results of operations. Buyer has read and understands the provisions of this Agreement, which it acknowledges have been negotiated at arm’s-length, and agrees that none of Seller or its Subsidiaries or any other Person acting on behalf of them (i) has made any representation or warrantyobtained appropriate professional assistance with respect to all legal, express or implied, including any implied representation or warranty as tax and accounting consequences relating 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 Agreementtransactions contemplated hereby. (c) Buyer acknowledges has taken full responsibility for evaluating the adequacy, completeness and agrees that accuracy of various forecasts, projections, opinions and similar material previously furnished to Buyer, Merger Subsidiary and their representatives by the Transferred Assets Company and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”, except as expressly set forth its representatives in this Agreement or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its Subsidiaries, except as expressly set forth in ARTICLE III. (d) In connection with Buyer’s investigation of the Business, the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities and the JV Entities and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that render opinions; Buyer is familiar with such uncertainties and that Buyer is taking full responsibility not relying on any estimates, predictions, projections or forecasts, or any budgets furnished to it by or on behalf of the Company or any Stockholder. (d) In entering into this Agreement, Buyer is relying solely upon the representations, warranties and other terms and provisions of this Agreement and the certificates and documents delivered pursuant to this Agreement and on the conclusions drawn from its due diligence review. Except as expressly set forth herein, Buyer is not relying on any covenants, representations or warranties of any of the Stockholders or any Company Entity not contained in this Agreement or any certificate or document delivered pursuant to this Agreement. (e) Buyer acknowledges that the tax consequences of the transactions contemplated by this Agreement will depend in part on Buyer’s particular circumstances, and the Stockholders will not be responsible or liable for making the tax consequences to Buyer from such transactions (except to the extent expressly provided in Article VIII), and Buyer will look solely to, and rely upon its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither Seller nor any of its Subsidiaries nor any other Person is making any representation or warranty advisers with respect to the tax consequences of such estimatestransactions; provided, projections however, that nothing contained in this Section 4.07(e) is intended to affect the representations, warranties or other forecasts and plans, including the reasonableness covenants of the assumptions underlying such estimates, budgets, projections Company and the Stockholders set forth in this Agreement or forecasts (the indemnity rights of the Buyer Indemnified Parties or any component thereof)the indemnity obligations of the Stockholders under Article VIII.

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 Business and Nutra and its 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, Business and Nutra and its properties and assets and the Transferred Entities, the JV Entities, the Transferred Assets and their respective properties, assets, Liabilities (including the Assumed Liabilities) businesses and prospectsEquity Interests as contemplated hereunder. 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 IIIthis Agreement and the other Transaction Documents. Buyer acknowledges that Parent and Seller has have given Buyer access to the employees, documents and facilities of the Business, the Transferred Assets, the JV Entities Business and the Transferred Entities Nutra for the purpose of evaluating the transaction transactions contemplated by the Transaction Documents. The foregoing, however, does not limit or modify the representations or warranties of GNC, Parent and Seller set forth in this Agreement or the other Transaction Documents or the right of Buyer to rely upon such representations or warranties. (b) Buyer acknowledges and agrees that none of Seller Seller, Parent, Nutra or its Subsidiaries or their Affiliates 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 EntitiesNutra, 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 Business or the JV EntitiesNutra, in each case except as expressly set forth in this AgreementAgreement and in the other Transaction Documents. (c) Buyer acknowledges and agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”, except as expressly set forth in this Agreement or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any of its Subsidiaries, except as expressly set forth in ARTICLE III. (d) In connection with Buyer’s investigation of the BusinessBusiness and Nutra, the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities Business and the JV Entities Nutra and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither none of Parent, Nutra or Seller nor any of its Subsidiaries nor any other Person is making make any representation or warranty with respect to such estimates, projections or and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or and forecasts (or any component thereof).

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. a. Buyer acknowledges and agrees that it has conducted to its satisfaction its own independent review and analysis of the Business, including the Business and its 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) b. Buyer acknowledges and agrees that none of Seller Seller, the Acquired Companies, the Business or its Subsidiaries or their Affiliates 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 either case except as expressly set forth in this Agreement. (c) . Buyer acknowledges and further agrees that the Transferred Assets and the properties and assets of the Business, the Transferred Entities, and the JV Entities are sold “as is”that, except as expressly specifically set forth in this Agreement Agreement, none of Seller, the Acquired Companies, the Business or its or their Affiliates or any other agreement or certificate executed and delivered in connection herewith, including the Transaction Documents. Buyer and each Buyer Designee, as applicable, agrees to accept the Transferred Assets and the properties and assets of the Business, the Transferred Entities and the JV Entities in the condition they are in on the Closing Date based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or Person acting on behalf of them will have or imputed be subject to Seller any liability to Buyer, any Buyer Indemnitee or any other Person resulting from the distribution to Buyer or any of its SubsidiariesAffiliates or representatives of any information relating to the Business, except as expressly set forth including any information, document or material made available to Buyer by electronic mail, CD-ROM, electronic “data rooms,” management presentations or any other form in ARTICLE IIIexpectation of this Agreement or the transactions contemplated hereby. (d) c. In connection with Buyer’s investigation of the Business, the Transferred Entities, the JV Entities, the Transferred Assets and the Assumed Liabilities, Buyer, its Subsidiaries and Representatives may have Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Business, the Transferred Entities and the JV Entities Business and certain budget and business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Buyer is familiar with such uncertainties and 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, its Subsidiaries or its Representatives, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer acknowledges and agrees that neither Seller nor any of its Subsidiaries nor any other Person is making any makes no representation or warranty with respect to such estimates, projections or and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections or forecasts (or any component thereof)and forecasts.