Common use of Acknowledgment by the Buyer Clause in Contracts

Acknowledgment by the Buyer. (a) The Buyer 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, 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 Company and/or the Sellers expressly and specifically set forth in this Agreement. Such representations and warranties by the Company and/or the Sellers constitute the sole and exclusive representations and warranties of the Company and 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 or the quality, quantity or condition of the assets of the Company) are specifically disclaimed by the Company and the Sellers. The Company and the Sellers do not make or provide, and the Buyer 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 assets or any part thereto. (b) In connection with the Buyer’s investigation of the Company, the Buyer has received from or on behalf of the Company or the Sellers certain projections, including projected statements of operating revenues and income from operations of the Company for the fiscal year ending December 31, 2013 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. 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, 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 the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Sellers with respect thereto. Accordingly, neither the Company nor the Sellers make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Buyer agrees that neither of the Sellers nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its respective business, including the Confidential Information Memorandum prepared by Xxxxxxx Xxxxx & Associates, Inc. (the “Information Memorandum”), and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgment by the Buyer. The Buyer acknowledges that (a) The Buyer it has conducted to its satisfaction, satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, obligations, properties and projected operations of the Company andCompany, (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 and/or (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. Such representations and warranties by the Company and/or the Sellers Agreement constitute the sole and exclusive representations and warranties of the Company and 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 or contained in the quality, quantity or condition of the assets of the CompanyManagement Presentation) are specifically disclaimed by the Company and the Sellers. The Company and the Sellers do not make or provide, and the Buyer 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 assets or any part thereto. (b) In connection with the Buyer’s investigation of the Company, the Buyer has received from or on behalf of the Company or the Sellers certain projectionsprojections (including, including without limitation, projected statements of operating revenues and income from operations of the Company for the fiscal year ending December 31, 2013 and for subsequent fiscal years and certain business plan information for such fiscal year information), and succeeding fiscal years. The 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, 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 the reasonableness of the assumptions underlying such estimatesincluding, projections and forecasts)without limitation, and that the Buyer shall have no claim against the Sellers with respect thereto. Accordingly, neither the Company nor the Sellers make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Accordingly, the Buyer agrees acknowledges that neither the Sellers are not making any representation or warranty with respect to such estimates, projections and other forecasts and plans (including, without limitation, the reasonableness of the Sellers nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyerassumptions underlying such estimates, or the Buyer’s use of, any information regarding the Company or its respective business, including the Confidential Information Memorandum prepared by Xxxxxxx Xxxxx & Associates, Inc. (the “Information Memorandum”projections and forecasts), and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgment by the Buyer. (a) The Buyer 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 Company and the Subsidiaries and, in making its determination to proceed with the transactions 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 Company and/or the Sellers expressly and specifically set forth in this AgreementAgreement and the other agreements, documents and instruments entered into in connection herewith. Such representations and warranties by the Company and/or the Sellers constitute the sole and exclusive representations and warranties of the Company Company, the Subsidiaries and the Sellers Holders to the Buyer in connection with the transactions 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 or the Subsidiaries or the quality, quantity or condition of the assets of the CompanyCompany or the Subsidiaries) are specifically disclaimed by the Company and the SellersSubsidiaries. The Company Except to the extent otherwise expressly provided in this Agreement and the Sellers other agreements, documents and instruments entered into in connection herewith, the Company, the Subsidiaries and the Holders do not make or provide, and the Buyer and the Merger Sub hereby waiveswaive, 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 the Subsidiaries’ assets or any part thereto. The Buyer agrees that none of the Holders nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or any of the Subsidiaries or their respective businesses, including the Confidential Information Memorandum prepared by Dxxxxxxx Pxxxxx and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the Transactions contemplated by this Agreement. Buyer acknowledges and agrees that, pursuant to Section 11.03(a), Buyer’s exclusive remedy and sole recourse against any Holder from and after the Closing shall be indemnification as and to the extent set forth in ARTICLE 11. (b) In connection with the Buyer’s investigation of the CompanyCompany and the Subsidiaries, the Buyer has received from or on behalf of the Company or and the Sellers Subsidiaries certain projections, including projected statements of operating revenues and income from operations of the Company and the Subsidiaries for the fiscal year ending December 31, 2013 2012 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. 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, 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 the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Sellers Stockholders with respect thereto. Accordingly, neither the Company nor the Sellers Subsidiaries or the Stockholders make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Buyer agrees that neither of the Sellers nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its respective business, including the Confidential Information Memorandum prepared by Xxxxxxx Xxxxx & Associates, Inc. (the “Information Memorandum”), and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgment by the Buyer. (a) The Buyer 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 each Company Entity 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 Company and/or the Sellers Seller expressly and specifically set forth in Articles 3 and 4 of this Agreement. Such representations and warranties by the Company and/or the Sellers Seller constitute the sole and exclusive representations and warranties of the Company and the Sellers Seller 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 Entities or the quality, quantity or condition of the assets of the CompanyCompany Entities) are specifically disclaimed by the Company and the SellersSeller. The Company and the Sellers Seller do not make or provide, and the Buyer 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 Company Entities’ assets or any part thereto. (b) In connection with the Buyer’s investigation of the CompanyCompany Entities, the Buyer has received from or on behalf of the Company Entities or the Sellers Seller certain projections, including projected statements of operating revenues and income from operations of the Company Entities for the fiscal year ending December 31, 2013 and for subsequent certain fiscal years of the Company Entities and certain business plan information for such fiscal year and succeeding fiscal years. 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, 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 the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Sellers with respect thereto. Accordingly, neither the Company nor the Sellers Seller make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The ) and the Buyer acknowledges and agrees that neither of the Sellers nor any it is not relying on such estimates, projections and other Person will have or be subject forecasts and plans in determining whether to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its respective business, including the Confidential Information Memorandum prepared by Xxxxxxx Xxxxx & Associates, Inc. (the “Information Memorandum”), and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of consummate the transactions contemplated by this Agreementhereunder or to consummate such transactions.

Acknowledgment by the Buyer. Buyer acknowledges that (a) The Buyer 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 Company andBusiness, (b) in making [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. 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 Company and/or the Sellers Seller expressly and specifically set forth in this Agreement. Such The representations and warranties by the Company and/or the Sellers of Seller contained herein constitute the sole and exclusive representations and warranties of the Company and the Sellers Seller to the Buyer in connection with the transactions contemplated herebyby this Agreement, and the Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including, without limitation, including 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 CompanyBusiness) are specifically disclaimed by the Company and the SellersSeller. The Company and the Sellers do not make or provide, and the Buyer 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 assets or any part thereto. (b) In connection with the Buyer’s investigation of the CompanySeller and the Business, the Buyer has received from or on behalf of the Company or the Sellers certain projections, projections (including projected statements of operating revenues and income from operations of the Company for the fiscal year ending December 31, 2013 and for subsequent fiscal years Business and certain business plan information for such fiscal year information), and succeeding fiscal years. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans. Buyer hereby acknowledges that except as set forth herein, that the Buyer Seller is familiar with such uncertainties, that the Buyer is taking full responsibility for not 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 assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Sellers with respect thereto. Accordingly, neither the Company nor the Sellers make any representations representation or warranties whatsoever warranty with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Buyer agrees that neither of the Sellers nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its respective business, including the Confidential Information Memorandum prepared by Xxxxxxx Xxxxx & Associates, Inc. (the “Information Memorandum”), and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement.

Acknowledgment by the Buyer. (a) The Buyer 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 Company and the Subsidiaries 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 Company and/or the Sellers Stockholders expressly and specifically set forth in this Agreement. Such representations and warranties by the Company and/or the Sellers Stockholders constitute the sole and exclusive representations and warranties of the Company Company, the Subsidiaries and the Sellers Stockholders 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, including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or the Subsidiaries or the quality, quantity or condition of the assets of the CompanyCompany or the Subsidiaries) are specifically disclaimed by the Company Company, the Subsidiaries and the SellersStockholders. The Company Company, the Subsidiaries and the Sellers Stockholders do not make or provide, and the Buyer 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 the Subsidiaries’ assets or any part thereto. (b) In connection with the Buyer’s investigation of the CompanyCompany and the Subsidiaries, the Buyer has received from or on behalf of the Company Company, the Subsidiaries or the Sellers Stockholders certain projections, including projected statements of operating revenues and income from operations of the Company and the Subsidiaries for the fiscal year ending December 31, 2013 2007 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. 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, 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 the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Sellers Stockholders with respect thereto. Accordingly, neither the Company Company, the Subsidiaries nor the Sellers Stockholders make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). The Buyer agrees that neither none of the Sellers Stockholders nor any other Person will have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any information regarding the Company or its any of the Subsidiaries or their respective businessbusinesses, including the Confidential Information Memorandum Executive Summary prepared by Xxxxxxx Xxxxx & AssociatesLincoln International, Inc. (the “Information Memorandum”), L.L.C. and any information, document or material made available to the Buyer or its Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. Nothing in this Section 5.10 shall limit the right of the Buyer Indemnified Parties to rely on the representations and warranties set forth in this Agreement and to their rights for indemnification under Section 8.04 or Article 11 or to limit a claim for fraud.