Common use of Acknowledgment by the Buyer Clause in Contracts

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, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Buyer acknowledges that 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 assumptions underlying such estimates, projections and forecasts).

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, liabilities and properties and projected operations of the CompanySellers, (b) that it has raised all issues it considered relevant in connection with the transactions contemplated by this Agreement and that the Sellers have given all information and assistance requested by the Buyer or its advisors and, that in making its determination to proceed with the transactions contemplated by this Agreement, the Buyer has relied solely and will rely 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 (Agreement, including the Seller Schedules (and Updated Schedules attached heretoupdated Seller Schedules). The Buyer further acknowledges that, (c) such except as set forth herein, no promise or inducement for this Agreement was offered by any Seller or any of any Seller¶s representatives or was relied upon by the Buyer. 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 by 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 nature, express or implied (including, without limitationbut not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities or prospects of any of the Company contained in the Management Presentation) Sellers), 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 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, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Buyer acknowledges that the Sellers are did not making rely on any representation or warranty with not contained in this Agreement when making its decision to enter into this Agreement and will not rely on any such representation or warranty in deciding to consummate the transactions contemplated by this Agreement. With respect to all materials that are described as having been made available or delivered to the Buyer, such estimatesmaterials shall be deemed to have been delivered or made available to the Buyer if the Buyer or any of its representatives or agents have been granted access to a dataroom, projections and electronic dataroom or website in which such materials were available or by transmitting such materials to the Buyer or its representatives or agents by any other forecasts and plans (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts)electronic means.

Acknowledgment by the Buyer. The Buyer acknowledges that (a) it The Buyer 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 CompanyCompany and the Subsidiaries and, (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 Company and/or the Stockholders expressly and specifically set forth in this Agreement (including the Schedules and Updated Schedules attached hereto), (c) such Agreement. 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 by 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 Stockholders constitute the sole and exclusive representations and warranties of the Sellers Company, the Subsidiaries and the 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 contained in or the Management PresentationSubsidiaries or the quality, quantity or condition of the assets of the Company or the Subsidiaries) are specifically disclaimed by the Sellers. In connection with the Buyer’s investigation of the Company, the Buyer has received certain projections (includingSubsidiaries and the Stockholders. The Company, without limitation, projected statements of operating revenues the Subsidiaries and income from operations of the Company and certain business plan information)Stockholders do not make or provide, and the Buyer acknowledges that there are uncertainties inherent in attempting hereby waives, any warranty or representation, express or implied, as to make such estimatesthe quality, projections and other forecasts and plansmerchantability, that the Buyer is familiar with such uncertainties and that the Buyer is taking full responsibility fitness for making its own evaluation a particular purpose, conformity to samples, or condition of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including, without limitation, the reasonableness Company’s or any of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Buyer acknowledges that the Sellers are not making Subsidiaries’ assets or any representation or warranty with respect to such estimates, projections and other forecasts and plans (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts)part thereto.

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 CompanyBusiness, (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 solely on the results of its own independent investigation and verification and on the representations and warranties of the Sellers Seller 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)Agreement. The representations and warranties of the Sellers expressly and specifically set forth in this Agreement Seller contained herein constitute the sole and exclusive representations and warranties of 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 contained in the Management PresentationBusiness) are specifically disclaimed by the SellersSeller. In connection with the Buyer’s investigation of the CompanySeller and the Business, the Buyer has received certain projections (including, without limitation, including projected statements of operating revenues and income from operations of the Company Business 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, . Buyer hereby acknowledges 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, without limitationexcept as set forth herein, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Buyer acknowledges that the Sellers are Seller is not making any representation or warranty with respect to such estimates, projections and other forecasts and plans (including, without limitation, including the reasonableness of the assumptions underlying such estimates, projections and forecasts).

Acknowledgment by the Buyer. The Buyer acknowledges that (a) it The Buyer 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 CompanyCompany and the Subsidiaries and, (b) in making its determination to proceed with the transactions 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 Company expressly and specifically set forth in this Agreement (including and the Schedules other agreements, documents and Updated Schedules attached hereto), (c) such instruments entered into in connection herewith. 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 by 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 Company, the Subsidiaries and the 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 contained in or the Management PresentationSubsidiaries or the quality, quantity or condition of the assets of the Company or the Subsidiaries) are specifically disclaimed by the SellersCompany and the Subsidiaries. In Except to the extent otherwise expressly provided in this Agreement and the other agreements, documents and instruments entered into in connection with the Buyer’s investigation of herewith, the Company, the Buyer has received certain projections (including, without limitation, projected statements of operating revenues Subsidiaries and income from operations of the Company and certain business plan information)Holders do not make or provide, and the Buyer acknowledges and the Merger Sub 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 Company’s or any of the Subsidiaries’ assets or any part thereto. The Buyer agrees that there are uncertainties inherent in attempting none of the Holders nor any other Person will have or be subject to make such estimates, projections and other forecasts and plans, that any liability to the Buyer is familiar with such uncertainties 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 that any information, document or material made available to the Buyer is taking full responsibility for making or its own evaluation Affiliates in certain physical or on-line “data rooms,” management presentations or any other form in expectation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts)Transactions contemplated by this Agreement. Accordingly, the Buyer acknowledges that and agrees that, pursuant to Section 11.03(a), Buyer’s exclusive remedy and sole recourse against any Holder from and after the Sellers are not making any representation or warranty with respect Closing shall be indemnification as and to such estimates, projections and other forecasts and plans (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts)extent set forth in ARTICLE 11.

Acknowledgment by the Buyer. The Buyer acknowledges that (a) 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 CompanyCompany and its Subsidiaries and, (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 Company 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 Agreement. Such representations and warranties by the Company and the Sellers constitute the sole and exclusive representations and warranties of the Company, its Subsidiaries, the Sellers and the Representative (on behalf 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 projected financial condition, results of operations, assets or liabilities of the Company contained in or its Subsidiaries or the Management Presentationquality, quantity or condition of the assets of the Company or its Subsidiaries) are specifically disclaimed by the Company, its Subsidiaries, the Sellers and the Representative (on behalf of the Sellers). In connection with the Buyer’s investigation of Neither the Company, its Subsidiaries, the Buyer has received certain projections Sellers, nor the Representative (including, without limitation, projected statements of operating revenues and income from operations on behalf of the Company and certain business plan information)Sellers) make or provide, and the Buyer acknowledges that there are uncertainties inherent in attempting hereby waives, any warranty or representation, express or implied, as to make such estimatesthe quality, projections and other forecasts and plansmerchantability, that the Buyer is familiar with such uncertainties and that the Buyer is taking full responsibility fitness for making its own evaluation a particular purpose, conformity to samples, or condition of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts). Accordingly, the Buyer acknowledges that the Sellers are not making Company's assets or any representation or warranty with respect to such estimates, projections and other forecasts and plans (including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts)part thereto.