Acknowledgment by Purchaser Sample Clauses

Acknowledgment by Purchaser. Notwithstanding the foregoing or anything else contained herein or elsewhere to the contrary: (a) Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that it has conducted to its full satisfaction an independent investigation and verification of the business (including its financial condition, results of operations, assets, Liabilities, properties, Contracts, zoning, environmental, health or safety conditions and compliance, employee matters, regulatory compliance, business risks and prospects) of Sellers, and the Acquired Assets and the Assumed Liabilities, and, in making its determination to proceed with the Transactions, Purchaser and the Purchaser Group have relied solely, are relying, and will rely, solely, on the Express Representations and the results of the Purchaser Group’s own independent investigation and verification and have not relied on, are not relying on, and will not rely on, any information, statements, disclosures, documents, projections, forecasts or other material made available to Purchaser or any of its Affiliates or Advisors in the Dataroom, any Information Presentation, or any other information, statements, disclosures or materials, in each case, whether written or oral, made or provided by or on behalf of any Seller or any other Seller Party, or any failure of any of the foregoing to disclose or contain any information, except for the Express Representations. Purchaser acknowledges and agrees, on its own behalf and on behalf of the Purchaser Group, that (i) the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Purchaser or any member of the Purchaser Group and on which Purchaser or any member of the Purchaser Group may rely in connection with the Transactions and (ii) all other representations, warranties and statements of any kind or nature expressed or implied, statutory, whether in written, electronic or oral form, including (A) the completeness or accuracy of, or any omission to state or to disclose, any information (other than solely to the extent expressly set forth in the Express Representations) including in the Dataroom, Information Presentation, meetings, calls or correspondence with management of any Seller, any of the Seller Parties or any other Person on behalf of any Seller or any of the Seller Parties or any of their respective Affiliates or Advisors and (B) any other statement relating to the historical, current ...

Acknowledgment by Purchaser. The representations and warranties by the Company and the Stockholder contained in this Agreement and exhibits and schedules hereto constitute the sole and exclusive representations and warranties of the Company and the Stockholder to the Purchaser in connection with the transactions contemplated hereby.

Acknowledgment by Purchaser. Purchaser acknowledges 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 Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent investigation and verification, in addition to the representations and warranties of the Company and Members expressly and specifically set forth in Articles III and IV of this Agreement (including in the certificate delivered in accordance with Section 2.3(b)(ii)). SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND MEMBERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND MEMBERS TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY OR ITS SUBSIDIARIES OR TO ANY ENVIRONMENTAL, HEALTH OR SAFETY MATTERS) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND MEMBERS AND NEITHER THE ACCURACY NOR COMPLETENESS OF ANY SUCH INFORMATION IS BEING RELIED UPON BY PURCHASER OR ANY OF ITS REPRESENTATIVES OR AFFILIATES. Notwithstanding the foregoing, nothing herein shall limit the liability of any Member or the Company with respect to any Legal Action by Purchaser or a Purchaser Indemnitee based upon intentional fraud.

Acknowledgment by Purchaser. THE REPRESENTATIONS AND WARRANTIES BY SELLER CONTAINED IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY SELLER.

Acknowledgment by Purchaser. Purchaser acknowledges that it has agreed to purchase the FS Business on a Cash-free basis (except as otherwise provided in this Agreement) and that it has conducted its own independent review and analysis of the cash assets held by the FS Subsidiaries, used in the conduct of the FS Business or required for the operation of the FS Business. Neither Parent nor any of its Non-FS Affiliates shall be liable for any results (a) arising out of or related to a lack of cash held by the FS Subsidiaries or the FS Business from and after the Closing, including without limitation any Losses resulting from any lack of liquidity or any inability of Purchaser or the FS Subsidiaries to pay debts or other obligations as they become due or to purchase goods or services in the ordinary course of business or otherwise, or (b) any action which Purchaser or the FS Subsidiaries may take from and after Closing to remedy the lack of cash held by the FS Subsidiaries or the FS Business or to mitigate the effects of a lack of cash.

Acknowledgment by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction, an independent review of the financial condition, results of operations, Assets, Liabilities and projected operations of the Company and the Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied on the results of its own independent review and the representations and warranties of Seller expressly and specifically set forth in this Agreement, including the Disclosure Schedule (and updates thereto). SUBJECT TO SECTION 9.08, SUCH REPRESENTATIONS AND WARRANTIES BY SELLER CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THOSE SET FORTH IN THE OFFERING MEMORANDUM DATED DECEMBER, 2002 AND ANY SUPPLEMENTS THERETO AND ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND THE SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY SELLER.

Acknowledgment by Purchaser. Purchaser acknowledges that neither Seller nor Shareholder makes any representations or warranties except as expressly provided in Article 2 above.

Acknowledgment by Purchaser. Purchaser acknowledges that, except for the representations and warranties contained in Article III of this Agreement, neither the Company, the Seller nor any other Person makes or shall be deemed to make any representation or warranty to Purchaser.

Acknowledgment by Purchaser. Purchaser has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, technology and prospects of the Company and its Subsidiary, which investigation, verification, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises and records of the Company and its Subsidiary for such purpose. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, verification, review and analysis and not on any factual representations or opinions of the Company or any of the Company’s Representatives (except the specific representations and warranties of Seller set forth in Article III), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (a) none of the Company, its Subsidiary or any of their respective directors, officers, stockholders, members, employees, Affiliates, controlling Persons, agents, advisors or Representatives makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in management presentations relating to the Company or its Subsidiary made available to Purchaser, its Affiliates or its Representatives, in materials made available in any “data room” (virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the management of the Company or its Subsidiary, in “break-out” discussions, in responses to questions submitted by or on behalf of Purchaser, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of the Company, or in any other form (such information, collectively, “Due Diligence Materials”), or (ii) any information delivered or made available pursuant to Section 5.1(a), or (iii) the pro-forma financial information, projections or other forward-looking statements of the Company or its Subsidiary, in each case in expectation or furtherance of the transactions contemplated by this Agreement; and (b) none of the Company, its Subsidiary or any of their respective directors, officers, employees,...

Acknowledgment by Purchaser. Purchaser is an informed and sophisticated buyer, and each has engaged expert advisors, experienced in the evaluation and purchase of property and assets such as the Acquired Assets. Purchaser acknowledges and agrees that the Acquired Assets are sold subject only to the representations, warranties and covenants set forth in this Agreement, and Purchaser hereby accepts the Acquired Assets in the condition they are in on the Closing Date and assumes the Assumed Liabilities based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller or any Affiliate of Seller, except for the representations and warranties of Seller expressly and specifically set forth in ARTICLE IV of this Agreement. Such representations and warranties delivered by Seller constitute the sole and exclusive representations and warranties of Seller to Purchaser in connection with the transaction contemplated by this Agreement, and Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied are specifically disclaimed by Seller.