Common use of Acknowledgment by Buyer Clause in Contracts

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation of the financial condition, results of operations, assets, properties, projected operations of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, 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 the Acquired Companies. 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 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 Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect thereto.

Acknowledgment by Buyer. Notwithstanding anything to the contrary herein, Buyer hereby acknowledges that it and agrees (on its own behalf and on behalf of its Affiliates, and its and their respective Representatives) that: (i) no Seller nor any of its Affiliates (including the Acquired Entities) or Representatives has conductedmade, or is making, any representation or warranty whatsoever, express or implied, written or oral, including any implied representation or warranty as to the condition, merchantability, usage, suitability or fitness for any particular purpose with respect to the Acquired Interests, the Acquired Entities, the assets, properties or liabilities of the Acquired Entities, the business of the Acquired Entities or any part thereof, except those representations and warranties contained in ARTICLE III and ARTICLE IV, and without in any way limiting the foregoing, no Seller nor the Company makes any representation or warranty to Buyer with respect to any financial estimates, projections or forecasts or any other similar forward-looking information, document or material provided, or made available, to Buyer, its satisfactionAffiliates or its and their respective Representatives in certain “data rooms,” management presentations or in any other form in expectation of the Transactions, an including meetings, calls or correspondence with management of the Acquired Entities or the Sellers; (ii) Buyer has conducted to its satisfaction its own independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business Acquired Entities, and has been afforded satisfactory access to the books and records, facilities and personnel of the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations Entities for purposes of conducting such investigation and warranties of the Seller expressly verification; (iii) from and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19after each Applicable Closing, none of Seller the Sellers nor any of its pastother Person shall have, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to, any Liability to Buyer, any liability or indemnification obligation (whether in contract or in tort) to Buyer applicable Acquired Entity, or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business such estimates, projections or the Acquired Companies furnished forecasts, or made available to Buyer or its representatives, including any other similar forward-looking information, document or material provided, or made available available, to Buyer or its Affiliates or representatives Representatives; and (iv) Buyer and its Affiliates are not relying on any representations and warranties in the Data Site, management presentations or any other form in expectation of connection with the transactions contemplated by this Agreementhereby, except the representations set forth in ARTICLE III and ARTICLE IV. In connection with Buyer’s investigation of the Business The foregoing agreements, acknowledgements, disclaimers and the Acquired Companies, 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 the Acquired Companies. Buyer acknowledges that there waivers 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 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 Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect theretoirrevocable.

Acknowledgment by Buyer. (a) Buyer acknowledges that it has conducted, conducted to its satisfaction, satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, prospects and projected operations of the Business and the Acquired Companies Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied solely on the results of its own independent investigation and the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and Article IV, as qualified by the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representativesattached Disclosure Schedules. Subject to the The representations and warranties of by the Seller expressly and specifically set forth in Articles 3 Article IV constitute the sole and 4 exclusive representations, warranties and statements of this Agreement and the Seller Closing Certificate and the liability any kind of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) and the Partners to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of connection with the transactions contemplated by this Agreement. In connection with Buyer’s investigation hereby, and Buyer understands, acknowledges and agrees that 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 the Business Business, or the quality, quantity or condition of the Purchased Assets) are specifically disclaimed by the Seller and the Acquired CompaniesPartners. Neither the Seller nor the Partners makes or provides, and Buyer has received from hereby waives, any warranty or on behalf of Seller certain projectionsrepresentation, including projected statements of operating revenues and income from operations express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Business and the Acquired Companies. 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 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 Buyer has not relied on any of the foregoing and will have no claim against Seller Purchased Assets or any other Person with respect theretopart thereof except as expressly set forth in Section 4.09. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER SET FORTH IN ARTICLE IV, (X) BUYER IS ACQUIRING THE PURCHASED ASSETS AND THE BUSINESS ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE SELLER, THE PARTNERS OR ANY OTHER PERSON (INCLUDING ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND BUYER IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS OR THE PURCHASED ASSETS, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) BUYER OR ANY OF BUYER’S REPRESENTATIVES.

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and the representations and warranties of the Seller Business expressly and specifically set forth in Articles 3 this Agreement, including the Schedules attached hereto (it being understood and 4 agreed, however, that such investigation shall in no way limit or excuse Seller's obligations provided herein for any breach of this Agreement and the Seller Closing Certificate, and on no other representations any representation or warranties of Seller or its Affiliates or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically warranty set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder herein or with respect to any indemnification obligation with respect thereto). THE REPRESENTATIONS AND WARRANTIES BY SELLER CONTAINED HEREIN CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF 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 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 BUSINESS) ARE SPECIFICALLY DISCLAIMED BY SELLER. Buyer further agrees that, subject to Section 12.19, none of that neither Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives other Person will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of's use, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including of any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, certain "data rooms," management presentations or any other form in expectation of the transactions contemplated by this AgreementAgreement except to the extent any such information is incorporated into this Agreement or the Schedules hereto. In Without limitation, in connection with Buyer’s 's investigation of the Business and the Acquired CompaniesBusiness, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues income and income from operations cash flow data of the Business and the Acquired Companiescertain 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, 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 Buyer has not relied on any of the foregoing and will shall have no claim against Seller or any other Person person acting on behalf of Seller with respect thereto. Accordingly, Seller makes no representation or warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business and the Acquired Companies Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Articles 3 this Agreement, including the Schedules (and 4 updated Schedules). SUCH REPRESENTATIONS AND WARRANTIES BY SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES 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 EXPRESS 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 SELLER. No claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, director or employee (present or former) of this Agreement and the Seller Closing CertificateCompany or Seller, and on no other representations recourse shall be sought or warranties of Seller or its Affiliates or granted against any of their respective directorsthem, officersby virtue of or based upon any alleged misrepresentation or inaccuracy in, employeesor breach of any of the representations, members warranties or representatives. Subject to the representations and warranties covenants of the Seller expressly and specifically set forth or contained in, this Agreement; except to the extent provided in Articles 3 Section 9.02 hereof or except to the extent that the same shall have been the result of fraud by any such Person (and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Siteevent of such fraud, management presentations such recourse shall be sought or any other form in expectation of granted solely against the transactions contemplated by this AgreementPerson or Persons committing such fraud). In connection with Buyer’s investigation of the Business and the Acquired CompaniesCompany, Buyer has received from or on behalf of Seller certain projections, including projected statements of operating revenues and income from operations of the Business Company and the Acquired Companiescertain 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, 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 (including it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, Buyer hereby acknowledges that neither the Company nor Seller is making any representation or warranty with respect to such estimates, projections and that Buyer has not relied on any other forecasts and plans, including, without limitation, the reasonableness of the foregoing assumptions underlying such estimates, projections and will have no claim against Seller or any other Person with respect theretoforecasts.

Acknowledgment by Buyer. (a) Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that it has conducted, conducted to its satisfaction, full satisfaction an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, projected operations contracts, and prospects of the Business Company and the Acquired Companies its Subsidiaries, and, in making its determination to proceed with the transactions contemplated by this AgreementTransactions, Buyer has determined to relied solely on the results of its own independent investigation and verification and has not relied on, is not relying on, and will not rely only on on, any of Seller, the Company or its Subsidiaries, that certain datasite administered by Venue (the “Dataroom”), the Projections or any other information, statements, disclosures, or materials, in each case whether written or oral, provided by, or as part of, any of the foregoing or any other Seller Party, except for the representations and warranties of the Seller Company expressly and specifically set forth in Articles 3 ARTICLE III and 4 of Sellers expressly and specifically set forth in ARTICLE IV, in each case, as qualified by the Disclosure Schedules and Updated Schedules and the terms and conditions (including limitations and exclusions) of this Agreement Agreement. Buyer knowingly, willingly, irrevocably and the Seller Closing Certificateexpressly acknowledges and agrees, on its own behalf and on no other representations or warranties behalf of Seller or its Affiliates or any of their respective directorsthe Buyer Group, officers, employees, members or representatives. Subject to that: (i) the representations and warranties of the Seller Company expressly and specifically set forth in Articles 3 ARTICLE III and 4 of Sellers expressly and specifically set forth in ARTICLE IV, in each case, as qualified by the Disclosure Schedules and Updated Schedules and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement Agreement, are the sole and exclusive representations, warranties, and statements of any kind made to Buyer and on which Buyer may rely in connection with the Transactions; and (ii) all other representations, warranties and statements of any kind or nature expressed or implied, whether in written, electronic or oral form, including (A) the completeness or accuracy of, or any omission to state or to disclose, any information, including the Information Presentation, the Dataroom, the Projections, meetings, calls or correspondence with management or Advisors of Sellers, the Company and its Subsidiaries or any Seller Closing Certificate Parties or any information provided to Buyer after the date of this Agreement, including pursuant to Section 6.02 and (B) any other statement relating to the liability historical, current or future business, financial condition, results of operations, assets, liabilities, properties, contracts, and prospects of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor Company or any of its pastSubsidiaries, present or future direct the quality, quantity or indirect Affiliatescondition of the Company’s or its Subsidiaries’ assets, directors officersare, membersin each case, employees specifically disclaimed by Sellers and the Company, on their own behalf and on behalf of any Seller Parties. Buyer, on its own behalf and on behalf of the Buyer Group, knowingly, willingly, irrevocably and expressly: (x) disclaims reliance on the items in clause (ii) in the immediately preceding sentence and (y) acknowledges and agrees that it has relied on, is only relying on and will only rely on, the items in clause (i) in the immediately preceding sentence. Without limiting the generality of the foregoing, Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that neither the Company, nor any other Person (including the Seller Parties), has made, is making or representatives will have is authorized to make, and Buyer, on its own behalf and on behalf of the Buyer Group, hereby knowingly, willingly and irrevocably waives, any warranty or be subject to any liability or indemnification obligation representation (whether in contract written, electronic or in tort) oral form), express or implied, as to Buyer the quality, merchantability, fitness for a particular purpose, or condition of any Seller’s or the Company’s or its Subsidiaries’ business, operations, assets, liabilities, prospects or any other Person resulting from portion thereof, except solely to the distribution to Buyerextent expressly set forth in ARTICLE III or ARTICLE IV, or Buyer’s use in each case, as qualified by the Disclosure Schedules and Updated Schedules and the terms and conditions of, any information regarding including the Business or the Acquired Companies furnished or made available to Buyer or its representativeslimitations and exclusions in, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, 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 the Acquired Companies. 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 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 Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect thereto.

Acknowledgment by Buyer. Buyer acknowledges that it has conducted, to its satisfaction, an independent investigation none of the financial conditionSellers, results nor any other Person has made any representation or warranty, express or implied, whether verbally or in writing, as to the accuracy or completeness of operations, assets, properties, projected operations of any information regarding the Business not specifically and the Acquired Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only on the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and none of the Seller Closing Certificate, and on no other representations or warranties of Seller or its Affiliates Sellers or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives other Person will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer or any other Person resulting from the - 40- NYC#: 148660.21 distribution to Buyer, Buyer or its Representatives or Buyer’s or its Representative’s use ofof any such information, including any confidential information regarding memoranda distributed on behalf of the Sellers relating to the Business or the Acquired Companies furnished other publications or Data Room information provided or made available to Buyer or its representativesRepresentatives, including or any information, other document or material information in any form provided (including whether provided verbally or in writing) or made available to Buyer or its Affiliates or representatives Representatives, including management presentations, in connection with the Data Site, management presentations or any other form in expectation transactions contemplated hereby. The consummation of the transactions contemplated hereby by Buyer are not done in reliance upon any representation or warranty or omission by, or information from, the Sellers or any of their respective Affiliates, employees or Representatives, nor any other Person, except for the representations and warranties specifically and expressly set forth in this Agreement. In connection with Buyer’s investigation of the Business and the Acquired CompaniesSUCH EXPRESS REPRESENTATIONS AND WARRANTIES BY THE SELLERS IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, Buyer has received from or on behalf of Seller certain projectionsAND BUYER UNDERSTANDS, including projected statements of operating revenues and income from operations of the Business and the Acquired Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimatesACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, projections and other forecasts and plansEXPRESS OR IMPLIED (INCLUDING, that Buyer is familiar with such uncertaintiesBUT NOT LIMITED TO, that Buyer is making its own evaluation of the adequacy and accuracy of all estimatesANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimatesRESULTS OF OPERATIONS, projections and forecastsASSETS OR LIABILITIES OF THE COMPANIES), and that Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect theretoARE SPECIFICALLY DISCLAIMED BY THE SELLERS. WITHOUT LIMITING THE FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES THAT THE SELLERS MAKE NO REPRESENTATION OR WARRANTY CONCERNING ANY PROJECTIONS PROVIDED BY OR ON BEHALF OF THE SELLERS TO BUYER. BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

Acknowledgment by Buyer. (a) Buyer acknowledges that it has conducted, conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, propertiesliabilities, properties and projected operations of the Business Company and the Acquired Companies its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has determined to rely only relied on the results of its own independent investigation and verification and on the representations and warranties of the Company and Seller expressly and specifically set forth in Articles 3 this Agreement, including the schedules hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND SELLER. The Company and 4 of this Agreement and the Seller Closing Certificatedo not make or provide, and on no other representations Buyer hereby waives, any implied warranty or warranties representation, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of Seller or its Affiliates the Company’s or any of their respective directors, officers, employees, members or representatives. Subject to the representations and warranties of the Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement and the Seller Closing Certificate and the liability of the Seller Entities hereunder with respect thereto, Buyer further agrees that, subject to Section 12.19, none of Seller nor any of its past, present or future direct or indirect Affiliates, directors officers, members, employees or representatives will have or be subject to any liability or indemnification obligation (whether in contract or in tort) to Buyer Subsidiaries’ assets or any other Person resulting from the distribution to Buyer, or Buyer’s use of, any information regarding the Business or the Acquired Companies furnished or made available to Buyer or its representatives, including any information, document or material made available to Buyer or its Affiliates or representatives in the Data Site, management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business and the Acquired Companies, 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 the Acquired Companies. 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 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 Buyer has not relied on any of the foregoing and will have no claim against Seller or any other Person with respect part thereto.