Acknowledgements by Parent and Merger Sub. Parent and Merger Sub acknowledge that they have relied on the representations and warranties of the Company expressly and specifically set forth in Article 3 of this Agreement, including the Company Disclosure Schedules (and any updates thereto). SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO PARENT AND MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PARENT AND MERGER SUB UNDERSTAND, ACKNOWLEDGE AND AGREE THAT, EXCEPT AS SET FORTH IN ARTICLE 3, NO OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE HAVE BEEN MADE BY THE COMPANY, ITS AFFILIATES OR ANY OTHER PERSON ACTING ON THEIR BEHALF, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, MERCHANTABILITY, HABITABILITY, WORKMANSHIP, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY ASSETS OR LIABILITIES OF THE COMPANY, WHETHER OR NOT SET FORTH IN THE CONFIDENTIAL INFORMATION PREVIOUSLY DELIVERED TO PARENT OR OTHER COMMUNICATION PROVIDED OR OTHERWISE MADE AVAILABLE TO PARENT OR ANY PERSON ACTING ON BEHALF OF PARENT DURING THE COURSE OF DUE DILIGENCE OR OTHERWISE), AND ANY SUCH REPRESENTATIONS AND WARRANTIES ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE COMPANY STOCKHOLDERS.

Acknowledgements by Parent and Merger Sub. (a) Parent and Merger Sub acknowledge and agree that they have conducted their own independent review and analysis of the Company and its Subsidiaries and their assets, financial condition, results of operations and prospects. Parent and Merger Sub are informed and sophisticated purchasers, and have engaged expert advisors and Representatives, experienced in the evaluation and purchase of companies, property and assets such as the Company and its Subsidiaries and its properties and assets. (b) Parent and Merger Sub acknowledge and agree that none of the Company and its Subsidiaries or their Affiliates or any other Person acting on behalf of them (i) have 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 Company and its Subsidiaries, or (ii) have made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company and its Subsidiaries, in each case except as expressly set forth in Article III. (c) In connection with Parent’s and Merger Sub’s investigation of the Company and its Subsidiaries, Parent and Merger Sub have received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain budget and business plan information. Parent and Merger Sub acknowledge and agree that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Parent and Merger Sub are familiar with such uncertainties and that Parent and Merger Sub are taking full responsibility for making their 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. Accordingly, Parent and Merger Sub acknowledge and agree that, except as expressly set forth in Article III, neither the Company nor its Subsidiaries make any representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumptions underlying such estimates, budgets, projections and forecasts (or any component thereof).

Acknowledgements by Parent and Merger Sub. Parent and Merger Sub acknowledge that they have conducted an independent investigation and verification of the financial condition, results of operations, assets, Liabilities, properties and projected operations of the Company, and, in making their determination to proceed with the transactions contemplated by this Agreement, Parent and Merger Sub have relied solely on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article IV as qualified by the Schedules. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to Parent and Merger Sub in connection with the transactions contemplated hereby, and Parent and Merger Sub understand, acknowledge and agree that all other representations and warranties of any kind or nature expressed or implied, whether made by the Company, any of its Affiliates or any of its respective managers, partners, officers, directors, employees, advisors, consultants, agents or representatives, are specifically disclaimed by the Company.

Acknowledgements by Parent and Merger Sub

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Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:
Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:
Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.
Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.
Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Obligations of Merger Sub Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.
REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

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