Acknowledgment by Parent and Merger Sub. Neither Parent nor Merger Sub is relying, and neither Parent nor Merger Sub has relied on, any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties of the Company expressly set forth in this Agreement. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company and its Affiliates, stockholders and Representatives in connection with the Merger and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.
Acknowledgment by Parent and Merger Sub. (a) Parent and Merger Sub are informed and sophisticated Persons, and have engaged expert advisors experienced in the evaluation and acquisition of companies such as the Blocker and the Group Companies as contemplated hereunder. Parent, Merger Sub and their representatives have undertaken such investigation and have been provided with and have evaluated such documents and information as each of them have deemed necessary to enable them to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. In making its determination to proceed with the transactions contemplated hereby, Parent and Merger Sub have relied solely on the results of its and its respective representatives’ own independent investigation and the representations and warranties expressly and specifically set forth in Article 3 or Article 4 (as qualified by the Schedules) or in the certificates or other instruments delivered pursuant hereto.
(b) In connection with the investigation by Parent and Merger Sub of the Blocker and the Group Companies, Parent, Merger Sub and their representatives have received and, after the date hereof but prior to the Closing, may receive from the Blocker and the Group Companies or any of their representatives certain projections, budgets, forward looking statements and other forecasts. Parent and Merger Sub acknowledge that there are uncertainties inherent in attempting to make such projections, budgets, forward looking statements and other forecasts, that Parent, Merger Sub and their representatives are familiar with such uncertainties, that Parent, Merger Sub and their representatives are making their own evaluation of the adequacy and accuracy of all projections, budgets, forward looking statements and other forecasts so furnished to them (including the reasonableness of the assumptions underlying such projections, budgets, forward looking statements and other forecasts), and that Parent and Merger Sub have not relied upon, are not relying upon and will not rely upon any such projections, budgets, forward looking statements or other forecasts or any other materials, documents or information (including those provided in certain “data rooms,” confidential information memoranda or similar materials, or management presentations in connection with the transactions contemplated hereby) made available to Parent, Merger Sub and their representatives an...
Acknowledgment by Parent and Merger Sub. (a) Each of Parent and Merger Sub has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties, prospects and projected operations of the Company and its Subsidiaries and, in making their determination to proceed with the Transactions, each of Parent and Merger Sub has relied 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. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company to Parent and Merger Sub in connection with the Transactions, and each of Parent and Merger Sub understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or its Subsidiaries or the quality, quantity or condition of the assets of the Company or its Subsidiaries) are specifically disclaimed by the Company. The Company does not make or provide, and each of Parent and Merger Sub 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 or any of its Subsidiaries’ assets or any part thereto.
(b) In connection with each of Parent’s and Merger Sub’s investigation of the Company and its Subsidiaries, each of Parent and Merger Sub has received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries for the fiscal year ending December 3 I, 2010 and for subsequent fiscal years and certain business plan information for such fiscal year and subsequent fiscal years. Each of Parent and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that each of Parent and Merger Sub is familiar with such uncertainties, that each of Parent and Merger Sub 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 assu...
