Common use of Acknowledgment by Buyer Clause in Contracts

Acknowledgment by Buyer. 9.6.1 Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, an independent investigation and due diligence process and is relying on the results of its own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in this Agreement (as qualified by the Schedules hereto). Buyer acknowledges and agrees that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company 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 are specifically disclaimed by the Company. Except as expressly set forth herein, the Company does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto. Buyer acknowledges and agrees that no claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, partner, director or employee (present or former) of any of the Company, and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company set forth or contained in, this Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereof. 9.6.2 In connection with Buyer’s investigation of the PBM Business, Buyer acknowledges and agrees that it has received from or on behalf of the Company certain estimates, projections and other forecasts and plans relating to the PBM Business. Buyer acknowledges and agrees 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, plans and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecasts), and that Buyer shall have no claim against the Company or any direct or indirect equity holder of the Company with respect thereto. Accordingly, Buyer acknowledges and agrees that the Company makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecasts).

Acknowledgment by Buyer. 9.6.1 Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, an independent investigation and due diligence process verification of the financial condition, results of operations, assets, liabilities, properties and is relying projected operations of the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company Seller expressly and specifically set forth in this Agreement (as qualified by Agreement, including the Schedules hereto(and updated Schedules). Buyer acknowledges and agrees that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to Buyer in connection with the transactions contemplated herebySUCH REPRESENTATIONS AND WARRANTIES BY SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, and Buyer understandsAND BUYER UNDERSTANDS, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied are specifically disclaimed by the CompanyACKNOWLEDGES 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. Except as expressly set forth herein, the Company does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto. Buyer acknowledges and agrees that no No claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, partner, director or employee (present or former) of any of the CompanyCompany or Seller, and no recourse shall be brought sought or granted against the Companyany of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company Seller set forth or contained in, this Agreement or any certificate delivered hereunder, Agreement; except to the extent provided in Article 11 hereof. 9.6.2 Section 9.02 hereof or except to the extent that the same shall have been the result of fraud by any such Person (and in the event of such fraud, such recourse shall be sought or granted solely against the Person or Persons committing such fraud). In connection with Buyer’s investigation of the PBM BusinessCompany, Buyer acknowledges and agrees that it has received certain projections, including projected statements of operating revenues and income from or on behalf operations of the Company and certain estimates, projections and other forecasts and plans relating to the PBM Businessbusiness plan information. Buyer acknowledges and agrees 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, plans projections and other forecasts and plans so furnished to it (including it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts), and that Buyer shall have no claim against the Company or any direct or indirect equity holder of the Company with respect thereto. Accordingly, Buyer hereby acknowledges and agrees that neither the Company makes no representations nor Seller is making any representation or warranties whatsoever warranty with respect to such estimates, projections and other forecasts and plans (including plans, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts).

Acknowledgment by Buyer. 9.6.1 (a) Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees agrees, on its own behalf and on behalf of the Buyer Group, that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, full satisfaction an independent investigation and due diligence process verification of the business, financial condition, results of operations, assets, liabilities, properties, contracts, and is relying prospects of the Company and its Subsidiaries, and, in making its determination to proceed with the Transactions, Buyer has 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 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 Company expressly and specifically set forth in this Agreement (ARTICLE III and of Sellers expressly and specifically set forth in ARTICLE IV, in each case, as qualified by the Disclosure Schedules hereto)and Updated Schedules and the terms and conditions (including limitations and exclusions) of this Agreement. Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees that such representations agrees, on its own behalf and warranties by on behalf of the Company constitute Buyer Group, that: (i) the sole and exclusive representations and warranties of the Company expressly and specifically set forth in ARTICLE III and 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, 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 contemplated hereby, Transactions; and Buyer understands, acknowledges and agrees that (ii) all other representations representations, warranties and warranties statements of any kind or nature express expressed or implied are 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 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 historical, current or future business, financial condition, results of operations, assets, liabilities, properties, contracts, and prospects of the Company or any of its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets, are, in each case, specifically disclaimed by Sellers and the Company, on their own behalf and on behalf of any Seller Parties. Except as expressly set forth hereinBuyer, 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 Company does not make 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 provideis 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 representationrepresentation (whether in written, electronic or oral form), express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of any Seller’s or the Company’s assets or its Subsidiaries’ business, operations, assets, liabilities, prospects or any part thereto. Buyer acknowledges and agrees that no claim shall be brought portion thereof, except solely to the extent expressly set forth in ARTICLE III or maintained ARTICLE IV, in each case, as qualified by the Company or Buyer or their respective successors or permitted assigns against any officerDisclosure Schedules and Updated Schedules and the terms and conditions of, partner, director or employee (present or former) of any of including the Company, limitations and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company set forth or contained exclusions in, this Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereofAgreement. 9.6.2 In (b) Without limiting the generality of the foregoing, in connection with Buyer’s the investigation by Buyer of Sellers and the Company and its Subsidiaries, Buyer and its Affiliates, and the representatives of each of the PBM Businessforegoing, Buyer acknowledges and agrees that it has have received or may receive, from or on behalf of Sellers or the Company Company, certain estimatesprojections, projections forward-looking statements and other forecasts (whether in written, electronic or oral form, and plans relating to including in the PBM BusinessInformation Presentation, Dataroom or management meetings) (collectively, “Projections”). Buyer knowingly, willingly, irrevocably and expressly acknowledges and agrees agrees, on its own behalf, and on behalf of the Buyer Group, that (i) such Projections are being provided solely for the convenience of Buyer to facilitate its own independent investigation of the Company and its Subsidiaries, (ii) there are uncertainties inherent in attempting to make such estimatesProjections, projections and other forecasts and plans, that (iii) Buyer is familiar with such uncertainties, that and (iv) Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, plans and other forecasts and plans so furnished to it Projections (including the reasonableness of the assumptions underlying such estimatesProjections). (c) Buyer knowingly, projectionswillingly, plans irrevocably and forecasts)expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that it will not assert, institute or maintain, and that Buyer shall have no claim against will cause the Company or any direct or indirect equity holder members of the Company with respect thereto. AccordinglyBuyer Group not to assert, Buyer acknowledges institute or maintain, any action, suit, claim, investigation, or proceeding of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal or equitable theory under which such liability or obligation may be sought to be imposed, that makes any claim contrary to the agreements and agrees that the Company makes no representations covenants set forth in this Section 11.02, including any such action, suit, claim, investigation, or warranties whatsoever proceeding with respect to such estimates, projections and other forecasts and plans (including the reasonableness distribution to Buyer or any member of the assumptions underlying Buyer Group, or Buyer’s or any member of the Buyer Group’s use, of the Information Presentation, the Dataroom, the Projections or any other information, statements, disclosures, or materials, in each case whether written or oral, provided by them or any other Seller Party or any failure of any of the foregoing to disclose any information. (d) Notwithstanding the foregoing, nothing in this Section 11.02 shall limit claims of Fraud against the party hereto alleged to have committed such estimatesFraud. (e) Buyer knowingly, projectionswillingly, plans irrevocably and forecasts)expressly acknowledges and agrees, on its own behalf and on behalf of the Buyer Group, that the agreements contained in this Section 11.02 (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law and will not be subject to any of the survival or exclusive remedy provisions of Section 11.01; and (ii) are an integral part of the Transactions and that, without these agreements set forth in this Section 11.02, the Company and Sellers would not enter into this Agreement.

Acknowledgment by Buyer. 9.6.1 (a) Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, satisfaction an independent investigation and due diligence process verification of the financial condition, results of operations, assets, liabilities, properties and is relying projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has 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 this Agreement 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 (as qualified by the Schedules hereto)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. Buyer acknowledges The Company and agrees that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company 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 are specifically disclaimed by the Company. Except as expressly set forth herein, the Company does Seller do not make or provide, and Buyer hereby waives, any implied warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s or any of its Subsidiaries’ assets or any part thereto. Buyer acknowledges and agrees that no claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, partner, director or employee (present or former) of any of the Company, and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company set forth or contained in, this Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereof. 9.6.2 (b) In connection with Buyer’s investigation of the PBM BusinessCompany and its Subsidiaries, Buyer acknowledges and agrees that it has received from or on behalf of the Company Company, its Subsidiaries or Seller certain estimates, projections and other forecasts and plans relating to the PBM Businessprojections. Buyer acknowledges and agrees 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 has made its own independent evaluation of the adequacy and accuracy of all estimates, projections, plans projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts), and that Buyer shall have no claim against the Company Company, its Subsidiaries, Seller or any direct or indirect equity holder of the Company Seller with respect thereto. Accordingly, Buyer acknowledges and agrees that neither the Company Company, any of its Subsidiaries nor Seller makes no any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts).

Acknowledgment by Buyer. 9.6.1 (a) Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties, prospects and due diligence process and is relying projected operations of the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company Seller expressly and specifically set forth in this Agreement (Article IV, as qualified by the Schedules hereto)attached Disclosure Schedules. Buyer acknowledges and agrees that such The representations and warranties by the Company Seller expressly and specifically set forth in Article IV constitute the sole and exclusive representations representations, warranties and warranties statements of any kind of the Company Seller and the Partners to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations representations, warranties, and warranties statements of any kind or nature express expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Purchased Assets) are specifically disclaimed by the CompanySeller and the Partners. Except as expressly set forth herein, Neither the Company does not make Seller nor the Partners makes or provideprovides, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets Purchased Assets or any part theretothereof 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. (b) Except as may be specifically set forth in Articles IV and VIII, Buyer acknowledges and agrees that no claim shall neither the Seller, the Partners nor any of their respective officers, directors, employees or agents, whether in an individual, corporate or any other capacity, will have or be brought subject to any liability or maintained by the Company or indemnification obligation to Buyer or their respective successors any other Person resulting from (nor shall Buyer have any claim with respect to) the distribution to Buyer, or permitted assigns against Buyer’s use of, or reliance on, any officerinformation, partnerdocuments, director projections, forecasts or employee (present other material made available to Buyer in certain “data rooms,” confidential information memoranda or former) of any management presentations in expectation of, or in connection with, the transactions contemplated by this Agreement, regardless of the Companylegal theory under which such liability or obligation may be sought to be imposed, and no recourse shall be brought whether sounding in contract or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy intort, or breach of any whether at law or in equity, or otherwise. (c) Buyer acknowledges that in connection with the investigation by Buyer of the representations, warranties or covenants of the Company set forth or contained in, this Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereof. 9.6.2 In connection with Buyer’s investigation of the PBM Business, Buyer acknowledges and agrees that it has received from or on behalf of the Company Seller certain estimatesprojections, projections forward-looking statements and other forecasts and plans relating to the PBM Businesscertain business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections projections, forward-looking statements 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, plans forward-looking statements and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecastsforward looking statements, forecasts or plans), and that Buyer shall have no claim against the Company or any direct or indirect equity holder of the Company anyone with respect thereto. Accordingly, Buyer acknowledges and agrees that neither the Company makes no representations Seller, the Partners nor any of their respective officers, directors, employees or warranties whatsoever agents, whether in an individual, corporate or any other capacity, make any representation, warranty or other statement with respect to to, and Buyer is not relying on, such estimates, projections projections, forward looking statements and other forecasts and or plans (including the reasonableness of the assumptions underlying such estimates, projections, plans forward-looking statements and forecastsother forecasts or plans).

Acknowledgment by Buyer. 9.6.1 (a) Each of Buyer and Merger Sub has conducted its own independent review and analysis of the information provided by the Company regarding the Company, its business and the assets, Liabilities, results of operations and financial condition of the Company. Each of Buyer and Merger Sub acknowledges that, to the Knowledge of Buyer and agrees that in connection with the transactions contemplated herebyMerger Sub, it has conducted been furnished with or given full access to its satisfaction, an independent investigation and due diligence process and is relying on the results of its own independent investigation and verification and the representations and warranties of such information about the Company expressly and specifically set forth in this Agreement its businesses and operations as Buyer, Merger Sub and their respective Representatives have requested. (as qualified by b) Each of Buyer and Merger Sub acknowledges that it is consummating the Schedules hereto). Buyer acknowledges and agrees that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to Buyer in connection with the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of Transactions without any kind representation or nature express or implied are specifically disclaimed by the Company. Except as expressly set forth herein, the Company does not make or provide, and Buyer hereby waives, any warranty or representationwarranty, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto. Buyer acknowledges and agrees that no claim shall be brought or maintained by the Company or Buyer the Stockholders’ Agent or any of their respective successors or permitted assigns against any officerAffiliates, partner, director or employee except as expressly set forth in Article III (present or former) of any of the Company, and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of including the Company set forth Disclosure Schedules) or contained in, any other Transaction Document to which the Company or the Stockholders’ Agent is a party or in any certificate or other document or instrument to be delivered to Buyer pursuant to this Agreement or any certificate delivered hereunder, except to the extent provided in Article 11 hereofsuch other Transaction Document. 9.6.2 In connection with Buyer’s investigation of the PBM Business, Buyer acknowledges and agrees that it has received from (c) With respect to any projection or forecast delivered by or on behalf of the Company certain estimatesto Buyer and/or Merger Sub, projections each of Buyer and other forecasts and plans relating to the PBM Business. Buyer Merger Sub acknowledges and agrees that (i) there are uncertainties inherent in attempting to make such estimates, projections and forecasts, and (ii) the accuracy and correctness of such projections and forecasts may be affected by information that may become available through discovery or otherwise after the date of such projections and forecasts. (d) Each of Buyer and Merger Sub understands, acknowledges, and agrees that all representations and warranties of any or nature, whether express or implied, with respect to the Company or the Transaction, 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, plans and other forecasts and plans so furnished to it than those set forth in Article III (including the reasonableness related portions of the assumptions underlying such estimates, projections, plans and forecastsCompany Disclosure Schedules), are specifically disclaimed by Company and that the Company Stockholders’ Agent on behalf of the Company Stockholders, and neither Buyer shall have no claim against nor Merger Sub is relying or has relied on any representation and warranty (or the accuracy or completeness thereof), express or implied, with respect to the Company or any direct or indirect equity holder the Transactions, except for the representations and warranties set forth in this Article III (including the related portions of the Company with respect thereto. Accordingly, Buyer acknowledges and agrees that the Company makes no representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, plans and forecastsDisclosure Schedules).

Acknowledgment by Buyer. 9.6.1 Buyer acknowledges and agrees that in connection with the transactions contemplated hereby, it has conducted to its satisfaction, an independent investigation and due diligence process verification of the financial condition, results of operations, assets, liabilities, properties and is relying projected operations of the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company Business expressly and specifically set forth in this Agreement (as qualified by Agreement, including the Schedules heretoattached hereto (it being understood and agreed, however, that such investigation shall in no way limit or excuse Seller's obligations provided herein for any breach of any representation or warranty set forth 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 acknowledges and further agrees that such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company neither Seller nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use, of any information, document or material made available to Buyer or its representatives in connection with certain "data rooms," management presentations or any other form in expectation of the transactions contemplated hereby, and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature express or implied are specifically disclaimed by the Company. Except as expressly set forth herein, the Company does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s assets or any part thereto. Buyer acknowledges and agrees that no claim shall be brought or maintained by the Company or Buyer or their respective successors or permitted assigns against any officer, partner, director or employee (present or former) of any of the Company, and no recourse shall be brought or granted against the Company, by virtue of or based upon any alleged misrepresentation or inaccuracy in, or breach of any of the representations, warranties or covenants of the Company set forth or contained in, this Agreement or any certificate delivered hereunder, except to the extent provided any such information is incorporated into this Agreement or the Schedules hereto. Without limitation, in Article 11 hereof. 9.6.2 In connection with Buyer’s 's investigation of the PBM Business, Buyer acknowledges and agrees that it has received from or on behalf of Seller certain projections, including projected income and cash flow data of the Company Business and certain estimates, projections and other forecasts and plans relating to the PBM Businessbusiness plan information. Buyer acknowledges and agrees 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, plans projections and other forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts), and that Buyer shall have no claim against the Company Seller or any direct or indirect equity holder other person acting on behalf of the Company Seller with respect thereto. Accordingly, Buyer acknowledges and agrees that the Company Seller makes no representations representation or warranties whatsoever warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, plans projections and forecasts).