Common use of Acknowledgment by Buyer Clause in Contracts

Acknowledgment by Buyer. 12.1.1 Buyer acknowledges and agrees that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies and the Companies’ 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 the representations and warranties of the Companies and the Companies’ Subsidiaries 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 COMPANIES AND THE COMPANIES’ SUBSIDIARIES CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDER TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ANY 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 OR PROJECTIONS, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANIES AND THE SHAREHOLDER.

Acknowledgment by Buyer. 12.1.1 Buyer acknowledges and agrees that it has conducted conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies Station and the Companies’ Subsidiaries and, in making its determination Station Assets. In determining to proceed with the transactions contemplated by this Agreement, Buyer has relied relied, and will rely, on the results representations, warranties and covenants of its own independent investigation Bastet and verification and the representations and warranties of the Companies and the Companies’ Subsidiaries expressly and specifically Stockholder set forth in this Agreement (as qualified by and the Schedules hereto)results of such independent investigation and verification. BUYER ACKNOWLEDGES THAT BASTET AND AGREES THAT SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANIES AND THE COMPANIES’ SUBSIDIARIES CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDER TO BUYER STOCKHOLDER MAKE NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. BUYER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ANY ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY RELATING TO THE PROJECTED, FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONSCONDITION, RESULTS OF OR OPERATIONS, ASSETS OR LIABILITIES OF RELATING TO THE COMPANIES) STATION), EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED BY THE COMPANIES BASTET AND THE SHAREHOLDERSTOCKHOLDER.

Acknowledgment by Buyer. 12.1.1 Buyer acknowledges and agrees that it has conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies and the Companies’ Subsidiaries Company and, in before making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on shall be satisfied with the results of its own such independent investigation and verification and as well as the representations and warranties of the Companies Company, the Shareholders, the Optionholders, and the Companies’ Subsidiaries expressly and specifically H.I.G. Cayman set forth in this Agreement (as qualified by and any other agreements or certificates executed in connection herewith, including the Schedules (and Updated Schedules) attached hereto). BUYER ACKNOWLEDGES AND AGREES THAT SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANIES COMPANY, THE SHAREHOLDERS, THE OPTIONHOLDERS AND THE COMPANIES’ SUBSIDIARIES H.I.G. CAYMAN CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANIES COMPANY, THE SHAREHOLDERS, THE OPTIONHOLDERS AND THE SHAREHOLDER H.I.G. CAYMAN TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ANY ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONSCONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANIESCOMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANIES COMPANY, THE SHAREHOLDERS, THE OPTIONHOLDERS AND THE SHAREHOLDERH.I.G. CAYMAN.

Acknowledgment by Buyer. 12.1.1 Buyer acknowledges and agrees that it has conducted conducted, to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies Company, and the Companies’ 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 the representations and warranties of the Companies and the Companies’ Subsidiaries Company expressly and specifically set forth in this Agreement (as qualified by Agreement, including the Schedules hereto)and the Updated Schedules. BUYER ACKNOWLEDGES AND AGREES THAT SUCH THE REPRESENTATIONS AND WARRANTIES BY THE COMPANIES COMPANY IN THIS AGREEMENT AND THE COMPANIES’ SUBSIDIARIES OTHER TRANSACTION DOCUMENTS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SHAREHOLDER COMPANY TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ANY ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE NATURE, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION OR PROJECTIONSCONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANIES) COMPANY), ARE SPECIFICALLY DISCLAIMED BY THE COMPANIES COMPANY AND THE SHAREHOLDERMEMBERS. WITHOUT LIMITING THE FOREGOING, BUYER SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY MAKES NO REPRESENTATION OR WARRANTY CONCERNING ANY PROJECTIONS PROVIDED BY OR ON BEHALF OF THE COMPANY TO BUYER. BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.