Acknowledgment by the Buyer. The Buyer acknowledges that (a) it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, obligations, properties and projected operations of the Company, (b) in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Sellers expressly and specifically set forth in this Agreement (including the Schedules and Updated Schedules attached hereto), (c) such representations and warranties supersede, replace and nullify in every respect the information set forth in any other document, material or statement, whether written or oral, made available to the Buyer (including, without limitation, the Management Presentation of the Company (the “Management Presentation”)), and (d) the Buyer shall be deemed to have not relied on any information contained in such other document, material or statement for any purpose whatsoever (including, without limitation, as a promise, projection, guaranty, representation, warranty or covenant). The representations and warranties of the Sellers expressly and specifically set forth in this Agreement constitute the sole and exclusive representations and warranties of the Sellers to the Buyer in connection with the transactions contemplated hereby, and the Buyer 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 contained in the Management Presentation) are specifically disclaimed by the Sellers. In connection with the Buyer’s investigation of the Company, the Buyer has received certain projections (including, without limitation, projected statements of operating revenues and income from operations of the Company and certain business plan information), and the Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties and that the 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, with...
Acknowledgment by the Buyer. The Buyer acknowledges that it has conducted to its satisfaction an independent investigation and verification of the businesses, operations, condition (financial and otherwise), results of operations, assets, liabilities, properties and projected operations and prospects (financial and otherwise) of the Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation (without prejudice to the Buyer's rights set forth herein and arising under the Transaction Insurance in respect of the Insured Representations and Warranties and the Seller's Insurance Policies. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3(a) AND SECTION 4, NEITHER THE SELLER NOR EITHER OF THE COMPANIES MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE OR BE OBLIGATED WITH RESPECT TO, ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE SELLER AND THE COMPANIES DISCLAIM ANY AND ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES AND THE BUYER FURTHER AGREES THAT IT SHALL NOT ASSERT ANY CLAIM IN RESPECT OF ANY SUCH DISCLAIMED REPRESENTATION OR WARRANTY. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE SELLER EXPRESSLY SET FORTH IN SECTION 3(a) AND SECTION 4, THE BUYER AGREES THAT IT IS PURCHASING THE COMPANIES AND THEIR RESPECTIVE ASSETS AND LIABILITIES ON AN "AS IS" AND "WHERE IS" BASIS. THE BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS. Without limiting the generality of the foregoing, nothing contained in the Summary Descriptive Memorandum dated September 1999 prepared by BAS or in any presentation of the businesses of the Companies or the Seller in connection with the transactions contemplated hereby, or in any cost estimates, projections or other predictions or forward-looking statements relating to the Companies or the Business (collectively, the "DESCRIPTIVE MATERIALS") shall be deemed to constitute a representation or warranty by or on behalf of the Seller or either of the - 77 - 79 Companies, and the Seller and the Companies hereby disclaim any express or implied representation or warranty as to the accuracy or completeness of any information contained in the Descriptive Materials or in any such other information or additional evaluation materi...
Acknowledgment by the Buyer. THE BUYER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING THE DISCLOSURE SCHEDULES, CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY, RESPECTIVELY, 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 MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF ANY OF THE COMPANIES) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS AND THE COMPANY.
Acknowledgment by the Buyer. THE BUYER CONDUCTED ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS, LIABILITIES, PROPERTIES AND PROJECTED OPERATIONS OF THE COMPANY. THE BUYER ACKNOWLEDGES AND AGREES THAT ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE OTHER THAN THOSE SET FORTH IN THIS AGREEMENT, 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 COMPANY OR THE QUALITY, QUANTITY OR CONDITION OF THE ASSETS OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY, THE HOLDER AND THE SELLER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING IN NO WAY SHALL LIMIT ANY CAUSE OF ACTION AGAINST THE COMPANY, THE HOLDER OR THE SELLER BASED ON CONDUCT BY SUCH PERSON CONSTITUTING ACTUAL FRAUD.
Acknowledgment by the Buyer. The Buyer agrees that the limitations in this clause 5 apply with respect to CHH’s provision or procurement of the provision of the Transition Services.
Acknowledgment by the Buyer. The Buyer 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 the Business and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Seller and the Company expressly and specifically set forth in this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE SELLER AND THE COMPANY CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLER AND 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 (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
Acknowledgment by the Buyer. BUYER ACKNOWLEDGES AND AGREES THAT SELLER (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE CONCERNING THE PHYSICAL CONDITION OF THE PURCHASED ASSETS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL OR PHYSICAL CONDITION THEREOF, THE COMPLIANCE OF THE PURCHASED ASSETS WITH ANY LAWS, RULES OR REGULATIONS, THE MERCHANTABILITY OR SUITABILITY OF THE PURCHASED ASSETS FOR CURRENT USE OR BUYER’S PROPOSED USE, OR WITH RESPECT TO THE QUALITY OR VALUE OF THE PURCHASED ASSETS AND (B) MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, INLCUDING WARRANTY OF TITLE, OF ANY KIND OR NATURE EXCEPT AS SET FORTH IN THIS AGREEMENT FOR WHICH BUYER MAY SEEK RECOURSE UPON A BREACH BY SELLER THEREOF. Rather, the only representations and warranties made by Seller are as set forth in Article IV.
Acknowledgment by the Buyer. The Buyer understands that the representations and warranties of the General Partner and the other Sellers contained in this Agreement will not survive the Closing (except as expressly set forth in Section 10.10) and constitute the sole and exclusive representations and warranties of the General Partner and the other Sellers to the Buyer in connection with the transactions contemplated hereby, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, assets or liabilities of the InterMedia Companies) are specifically disclaimed by the General Partner and the other Sellers.
Acknowledgment by the Buyer. THE REPRESENTATIONS AND WARRANTIES BY SELLER HEREIN CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE 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, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND THE SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE SELLER.
Acknowledgment by the Buyer. The Buyer, a sophisticated purchaser, acknowledges that it has conducted, or will conduct, to its satisfaction, an independent investigation and verification of the Assets and the liabilities related thereto and, in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied on the results of its own independent investigation and verification and on the representations and warranties of the Seller expressly and specifically set forth in this Agreement. BUYER ACKNOWLEDGES AND AGREES THAT SELLER (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE CONCERNING THE PHYSICAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ENVIRONMENTAL OR PHYSICAL CONDITION THEREOF, THE COMPLIANCE OF THE ASSETS WITH ANY LAWS, RULES OR REGULATIONS, THE MERCHANTABILITY OR SUITABILITY OF THE ASSETS FOR CURRENT USE OR BUYER’S PROPOSED USE, OR WITH RESPECT TO THE QUALITY OR VALUE OF THE ASSETS AND (B) MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE EXCEPT AS SET FORTH IN THIS AGREEMENT FOR WHICH BUYER MAY SEEK RECOURSE UPON A BREACH BY SELLER THEREOF PURSUANT TO SECTION 7.3 OF THIS AGREEMENT.