Common use of ACKNOWLEDGEMENTS BY THE PURCHASER Clause in Contracts

ACKNOWLEDGEMENTS BY THE PURCHASER. (a) The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of the Xxxxxxxxxx Entities and the System (including the assets, financial condition, results of operations and prospects thereof). The Purchaser 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 Xxxxxxxxxx Entities and the System, the System contemplated hereunder. The Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed reasonably 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 Agreement. The Purchaser acknowledges that the Xxxxxxxxxx Entities have given the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating the transactions contemplated herein. (b) The Purchaser acknowledges and agrees that none of the Seller, the System or their or its 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 Xxxxxxxxxx Entities or the System, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the System (including the Review Documents), in each case except as expressly set forth in the representations and warranties set forth in Articles 4 and 5 of this Agreement. In making its decision to enter into this Agreement and to complete the transactions contemplated herein, the Purchaser has relied exclusively on the representations and warranties set forth in Articles 4 and 5 and has not relied upon any other information provided by, for, or on behalf of the Seller, the System or their respective Representatives to the Purchaser or its Representatives. (c) In connection with the Purchaser’s investigation of the System and the Xxxxxxxxxx Entities, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the System and certain budget and business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that the Purchaser is familiar with such uncertainties and that the Purchaser 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. Accordingly, the Purchaser acknowledges and agrees that, except as expressly set forth in the representations and warranties set forth in Articles 4 and 5, the Seller does not 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 THE PURCHASER. (a) The Purchaser acknowledges and agrees that it has conducted to its own satisfaction an independent review investigation and analysis verification of the Xxxxxxxxxx Entities and the System (including the assets, financial condition, results of operations, assets, liabilities, properties and projected operations and prospects thereof). The Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in of the evaluation and purchase of companies, property and assets such as the Xxxxxxxxxx Entities and the SystemBlocker Corps, the System Company and its Subsidiaries, and, in making its determination to proceed with the transactions contemplated hereunder. The by this Agreement, the Purchaser has undertaken such relied solely on the results of its own independent investigation and has been provided with and has evaluated such documents and verification without reliance on any Seller (including the Representative), any Blocker Corp, the Company, any Subsidiary of the Company, or any past, present or future equityholder, officer, director, member, manager, employee, agent, representative or Affiliate of any of the foregoing (collectively, the “Specified Persons”) or any information, documents, projections, forecasts or other material made available to the Purchaser or any of its Affiliates or representatives in certain “data rooms,” confidential information as it has deemed reasonably necessary to enable it to make an informed and intelligent decision memoranda or management presentations (including the Confidential Information Presentation prepared by Hxxxxxxx Lxxxx Capital, Inc. dated December 2012 (the “Information Presentation”))or otherwise in expectation of, or in connection with, the transactions contemplated by this Agreement, or any discussions with respect to any of the executionforegoing, delivery and performance of this Agreement and has relied solely upon its own investigation and except for the express representations and warranties (i) of the Company expressly and specifically set forth in this Agreement. The Purchaser acknowledges that ARTICLE II regarding the Xxxxxxxxxx Entities have given Company and its Subsidiaries, (ii) of AQ Seller expressly and specifically set forth in ARTICLE III regarding AQ Seller, (iii) of each Blocker Seller expressly and specifically set forth in ARTICLE IV regarding such Seller and (iv) of each Blocker Corp expressly and specifically set forth in ARTICLE V regarding such Blocker Corp, in each case of (i) through (iv), as qualified by the Disclosure Schedules and in accordance with their respective express terms and conditions, which constitute the sole and exclusive representations, warranties and statements of any kind to the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating in connection with the transactions contemplated herein. (b) The by this Agreement, and the Purchaser understands, acknowledges and agrees that none all other representations, warranties and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of any Blocker Corp, the Company or any of its Subsidiaries, or the quality, quantity or condition of any Blocker Corp’s, the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company, each of the Seller, Sellers (including the System or their or its Affiliates or any other Person acting on behalf Representative) and each of them the Blocker Corps. Except for the express and specific representations and warranties of the respective parties described in clauses (i) has made through (iv) of the immediately preceding sentence, neither the Company nor any representation of the Sellers (including the Representative) nor any of the Blocker Corps makes or warrantyprovides, express and the Purchaser hereby waives, any warranty 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 Xxxxxxxxxx Entities or the System, or (ii) has made any representation or warrantyrepresentation, express or implied, as to the accuracy quality, merchantability, fitness for a particular purpose, conformity to samples, or completeness condition of the any information regarding the System (including the Review Documents), in each case except as expressly set forth in the representations and warranties set forth in Articles 4 and 5 of this Agreement. In making its decision to enter into this Agreement and to complete the transactions contemplated hereinBlocker Corps’, the Purchaser has relied exclusively on the representations and warranties set forth in Articles 4 and 5 and has not relied upon any other information provided by, for, or on behalf of the Seller, the System or their respective Representatives to the Purchaser Company’s or its Representatives. (c) In connection with the Purchaser’s investigation of the System and the Xxxxxxxxxx Entities, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the System and certain budget and business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that the Purchaser is familiar with such uncertainties and that the Purchaser 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. Accordingly, the Purchaser acknowledges and agrees that, except as expressly set forth in the representations and warranties set forth in Articles 4 and 5, the Seller does not 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 (Subsidiaries’ assets or any component part thereof).

ACKNOWLEDGEMENTS BY THE PURCHASER. (a) The Purchaser acknowledges and agrees that it has conducted its own independent representatives (a) have had access to and the opportunity to review and analysis all of the Xxxxxxxxxx Entities documents in the Project Conan data room maintained by Xxxxxxx Corporation behalf of the Company, and (b) has been afforded full access to the System (including books and records, facilities and officers, directors, employees and other representatives of the assets, Acquired Companies for purposes of conducting a due diligence investigation with respect thereto. The Purchaser and each of its Non-Recourse Persons have each conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of each of the Acquired Companies and prospects thereof). The any of their respective joint ventures and businesses, and, in making its determination to proceed with the transactions contemplated by this Agreement, each of the Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors and Representatives, experienced in each of its Non-Recourse Persons (i) have relied solely on the evaluation and purchase results of companies, property and assets such as the Xxxxxxxxxx Entities and the System, the System contemplated hereunder. The Purchaser has undertaken such independent investigation and has been provided with verification and has evaluated such documents and information as it has deemed reasonably necessary to enable it to make an informed and intelligent decision with respect to on the execution, delivery and performance of this Agreement and has relied solely upon its own investigation and the express representations and warranties of the Seller expressly and specifically set forth in this Agreement. The Purchaser acknowledges that Article IV and the Xxxxxxxxxx Entities Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules, and (ii) have given the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating the transactions contemplated herein. (b) The Purchaser acknowledges and agrees that none of the Seller, the System or their or its Affiliates or not relied on any other Person acting on behalf representations, warranties or statements (including by omission) of them (i) has made any representation kind or warrantynature, express whether written or oral, expressed or implied, including any implied representation statutory or warranty as otherwise (including, for the avoidance of doubt, relating to the quality, quantity, condition, merchantability, suitability or fitness for a particular purpose or conformity to samples) of any assets of or held by the Xxxxxxxxxx Entities Company or the SystemSeller or any of their respective Non-Recourse Persons as to any matter concerning any of the Acquired Companies or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or (ii) has made any representation or warranty, express or implied, as with respect to the accuracy or completeness of any information regarding provided to (or otherwise acquired by) the System (including the Review Documents), Purchaser or any of its Non-Recourse Persons in each case except as expressly set forth in the representations and warranties set forth in Articles 4 and 5 of this Agreement. In making its decision to enter into connection with this Agreement and to complete or the transactions contemplated hereinby this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other materials made available to the Purchaser or any of its Non-Recourse Persons in any “data rooms” or presentations, including “management presentations”). In connection with the transactions contemplated hereby, the Purchaser has been represented by, and adequately consulted with, legal counsel of its choice and the Purchaser and such counsel has carefully read this Agreement and has been given time to consider this Agreement, understands this Agreement and, after such consideration, and with such understanding, the Purchaser has knowingly, freely and without coercion entered into this Agreement and, in particular, this Section 10.01. (b) 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 Persons as to any matter concerning the Acquired Companies 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 Persons 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 Persons in any “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, the Seller and each of their respective Non-Recourse Persons and (i) each of the Purchaser and its Non-Recourse Persons has relied exclusively and will only rely on the representations and warranties of the Seller and the Company expressly and specifically set forth in Articles 4 Article IV and 5 Article V, respectively, (ii) each of the Purchaser and its Non-Recourse Persons hereby expressly and irrevocably acknowledges and agrees that he, she or it has not relied upon on any other information provided byrepresentations, forwarranties or statements (including by omission on any basis or theory whatsoever (including in contract, tort or equity, on behalf public policy grounds, under securities laws or otherwise)), and (iii) none of the Seller, the System or their respective Representatives to the Purchaser or any of its Representatives. Non-Recourse Persons shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or statements (c) In connection with including by omission). The Purchaser is otherwise acquiring the Purchaser’s investigation Acquired Companies, their joint ventures and their respective businesses on an “AS IS, WHERE IS” basis. Without in any way limiting the generality of the System and the Xxxxxxxxxx Entitiesforegoing, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the System and certain budget and business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimatesprojections, projections forward looking statements and other forecasts and plansestimates, and certain business plan information, that the Purchaser is familiar with such uncertainties and uncertainties, that the Purchaser is and its Non-Recourse Persons are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all estimatesany such projections, projections forward looking statements, forecasts, estimates and other forecasts business plan information provided to (or otherwise acquired by) the Purchaser and plans so furnished to it, its Non-Recourse Persons in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such estimatesprojections, projections forward looking statements, forecasts, estimates and forecastsbusiness plan information). Accordingly, the Purchaser acknowledges and agrees that, except as expressly set forth in Under no circumstances shall any of the representations and warranties set forth in Articles 4 and 5, of the Company or the Seller does not make made herein be imputed to, or deemed to have been made by or conspired to be made by, 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)Person.

ACKNOWLEDGEMENTS BY THE PURCHASER. (a) The Purchaser acknowledges Other than the representations and agrees that it has conducted its own independent review warranties expressly set forth in the NET Contribution Agreement, the representations and analysis warranties of the Xxxxxxxxxx Entities Company and NEP expressly and specifically set forth in Article III constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the Company, NEP, and their respective Affiliates and Representatives in connection with the transactions contemplated by this Agreement, and none of the Company, NEP, or any of their respective Affiliates or Representatives has made, and the System Purchaser has not relied on, any other representations, warranties, or statements (including by omission) of any kind or nature, whether oral or written, express or implied, statutory or otherwise, as to any matter concerning the assetsCompany Entities or their respective Affiliates or Representatives, financial conditionthe Purchased Units, results the Issued NEP Common Units, the Assets, the accuracy or completeness of operations and prospects thereof). any information provided to (or otherwise obtained by) the Purchaser or its Affiliates or Representatives or in connection with the transactions contemplated by this Agreement. (b) (i) The Purchaser is an informed and sophisticated purchaser, purchaser and has engaged expert advisors and Representativesadvisors, experienced in the evaluation and purchase of companies, property and assets securities such as the Xxxxxxxxxx Entities Purchased Units as contemplated hereunder; (ii) the Purchaser has conducted, to its satisfaction, and to its Representatives’ satisfaction, its own full and complete independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the SystemAssets to be acquired by the Company and, the System contemplated hereunder. The Purchaser has undertaken such investigation and has been provided in making its determination to proceed with and has evaluated such documents and information as it has deemed reasonably 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 Agreement. The Purchaser acknowledges that the Xxxxxxxxxx Entities have given the Purchaser access to the employees, documents and facilities of the System for the purpose of evaluating the transactions contemplated herein. (b) The Purchaser acknowledges and agrees that none of the Seller, the System or their or its 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 Xxxxxxxxxx Entities or the System, or (ii) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the System (including the Review Documents), in each case except as expressly set forth in the representations and warranties set forth in Articles 4 and 5 of this Agreement. In making its decision to enter into this Agreement and to complete the transactions contemplated herein, the Purchaser has relied exclusively solely on the results of its own independent review and analysis and the representations and warranties of the Company and NEP expressly and specifically set forth in Articles 4 Article III, and 5 and the Purchaser has not relied upon on any other representations, warranties, or statements (including by omission) of any kind of the Company, NEP, or their respective Affiliates or Representatives; (iii) NEP and the Company have given the Purchaser and its Representatives complete and open access to the books and records, key employees, documents, facilities, equipment, Contracts and other information relating to the Purchased Units and the Assets to be acquired by the Company and have provided byall materials relating to the acquisition of the Purchased Units and the Assets that the Purchaser and its Representatives have requested, forand the Purchaser and its Representatives have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or NEP, or to otherwise evaluate the merits of the transactions contemplated under this Agreement; (iv) the Purchaser and its Representatives have reviewed all of the documents, records, reports, and other materials made available by (or on behalf of) NEP and the Company in any electronic data room or otherwise and are familiar with the content thereof; and (v) NEP and the Company have answered, to the satisfaction of the SellerPurchaser, the System or their respective Representatives to all inquiries that the Purchaser or its Representatives. (c) In connection with Representatives have made concerning the Purchaser’s investigation of the System and the Xxxxxxxxxx EntitiesPurchased Units, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the System and certain budget and business plan information. The Purchaser acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that the Purchaser is familiar with such uncertainties and that the Purchaser 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. AccordinglyAssets, the Purchaser acknowledges and agrees thatIssued NEP Common Units, except as expressly set forth in or otherwise relating to the representations and warranties set forth in Articles 4 and 5, the Seller does not 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)transactions contemplated under this Agreement.