Acknowledgment by the Buyer and Buyer Parent. (a) The Buyer and Buyer Parent have conducted to their satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, Liabilities, properties and projected operations of the Company, the Seller Entities and the Business, and in making their determination to proceed with the transactions contemplated by this Agreement, the Buyer and Buyer Parent have relied on the results of their own independent investigation and verification and the representations and warranties of the Sellers expressly and specifically set forth in this Agreement (including the Schedules, as the same may be amended or supplemented) and any Seller Closing Certificates delivered to Buyer at Closing. SUCH REPRESENTATIONS AND WARRANTIES BY THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SELLERS TO THE BUYER AND BUYER PARENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE BUYER AND BUYER PARENT UNDERSTAND, ACKNOWLEDGE AND AGREE 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 ANY SELLER ENTITY OR THE QUALITY, QUANTITY OR CONDITION OF THE BUSINESS) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. EXCEPT AS SET FORTH IN ANY REPRESENTATIONS AND WARRANTIES OF THE SELLERS EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT (INCLUDING THE SCHEDULES, AS THE SAME MAY BE AMENDED OR SUPPLEMENTED) AND ANY SELLER CLOSING CERTIFICATES DELIVERED TO BUYER AT CLOSING, THE SELLERS DO NOT MAKE OR PROVIDE, AND THE BUYER AND BUYER PARENT HEREBY WAIVE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE ANY ASSETS, THE BUSINESS OR ANY PART THERETO. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, NOTHING HEREIN IS INTENDED TO LIMIT THE RIGHTS OF THE BUYER OR BUYER PARENT WITH RESPECT TO 42185384v.30 INTENTIONAL OR WILLFUL MISREPRESENTATION OF FACTS THAT CONSTITUTES COMMON LAW FRAUD UNDER APPLICABLE LAWS WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AS MADE BY SELLERS AND AS QUALIFIED BY THE SCHEDULES. AND/OR ANY SELLER CLOSING CERTIFICATES DELIVERED TO BUYER AT CLOSING.
