Common use of Acknowledgment by Xxxxx Clause in Contracts

Acknowledgment by Xxxxx. (a) Buyer acknowledges and agrees 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, environmental, health or safety conditions and compliance, employee matters, regulatory compliance, business risks and prospects) of Sellers, the Acquired Assets and the Assumed Liabilities, and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied solely on the Express Representations and the results of the Buyer Group’s own independent investigation and verification and has not relied on, is not relying on, and will not rely on, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the Dataroom, the Information Presentation, or the Projections 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 failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Xxxxx has relied only on the Express Representations). Buyer acknowledges and agrees that (i) the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Buyer or any member of the Buyer Group and on which Buyer or any member of the Buyer Group may rely in connection with the transactions contemplated by this Agreement and (ii) all other representations, warranties and statements of any kind or nature expressed or implied, 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, Projections, 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 or future business, financial condition, results of operations, assets, Liabilities, properties, Contracts, environmental, health or safety conditions and compliance, employee matters, regulatory compliance, business risks and prospects of Sellers, or the quality, quantity or condition of any Seller’s assets, are, in each case, specifically disclaimed by each Seller, on its behalf and on behalf of the Seller Parties. Buyer, on its own behalf and on behalf of the Buyer Group: (1) disclaims reliance on the items in clause (ii) in the immediately preceding sentence; and (2) acknowledges and agrees that it has relied on, is relying on and will rely on only the items in clause (i) in the immediately preceding sentence.

Acknowledgment by Xxxxx. (a) Buyer is an informed and sophisticated purchaser familiar with the transactions similar to those contemplated by this Agreement and is experienced in the evaluation and purchase of enterprises such as the Business. Buyer acknowledges and agrees that it (a) has conducted to its full satisfaction own independent review and analysis of, and, based thereon, has formed an independent investigation and verification of judgment concerning, the business (including its financial condition, results of operationsbusiness, assets, Liabilitiescondition, propertiesoperations and prospects of the Company, Contracts(b) has been afforded the opportunity to ask questions of the officers and management employees of the Company, environmentaland (c) has been furnished with or been given sufficient access to such documents, health information and records concerning the Company and its business, financial condition and operations as Buyer has requested and as it deems necessary or safety conditions and compliance, employee matters, regulatory compliance, business risks and prospects) of Sellersdesirable to enter into this Agreement, the Acquired Assets Transaction Documents and the Assumed Liabilities, and, in making its determination to proceed with the transactions contemplated by hereby and thereby. In entering into this Agreement, Buyer Xxxxx has relied solely on the Express Representations upon its own investigation and analysis and the results representations and warranties contained in Article III and Article IV. Except for the representations and warranties contained in Article III and Article IV, Buyer acknowledges that none of the Buyer Group’s own independent investigation and verification and has not relied on, is not relying on, and will not rely on, any information, statements, disclosures, documents, projections, forecasts or other material made available to Buyer or any of its Affiliates or Advisors in the DataroomSeller, the Information PresentationCompany, or the Projections 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 failure of any of the foregoing to disclose or contain any information, except for the Express Representations (it being understood that Xxxxx has relied only on the Express Representations). Buyer acknowledges and agrees that (i) the Express Representations are the sole and exclusive representations, warranties and statements of any kind made to Buyer or any member of the Buyer Group and on which Buyer or any member of the Buyer Group may rely in connection with the transactions contemplated by this Agreement and (ii) all other representations, warranties and statements of any kind or nature expressed or implied, 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, Projections, meetings, calls or correspondence with management of any Seller, any of the Seller Parties or any other Person or entity on behalf of any Seller or the Company have made, and Buyer has not relied upon, (a) any of covenants, representations, or warranties, whether express or implied, with respect to Seller or the Seller Parties Company or any of their respective Affiliates or Advisors and (B) any other statement relating to the historicalbusinesses, current or future businessaffairs, assets, liabilities, financial condition, results of operations, assetsfuture operating or financial results, Liabilitiesestimates, propertiesprojections, Contractsforecasts, environmental, health or safety conditions and compliance, employee matters, regulatory compliance, business risks and prospects of Sellersplans, or prospects (including the qualityreasonableness of the assumptions underlying such estimates, quantity projections, forecasts, plans or condition of prospects), or (b) any Seller’s assetsother information or documents made available to Buyer or its Representatives with respect to Seller or the Company, are, including the information contained in each case, specifically disclaimed by each Seller, on the confidential memorandum furnished to Buyer and its behalf and Representatives on behalf of the Seller Parties. BuyerCompany (including any estimates, on predictions, projections, or forecasts, or any budgets contained therein) or otherwise made available by the Company or its own behalf and on behalf Representatives to Buyer or its Representatives concerning future revenues, expenses, expenditures, or results of operations of the Buyer Group: (1) disclaims reliance on the items in clause (ii) in the immediately preceding sentence; and (2) acknowledges and agrees that it has relied on, is relying on and will rely on only the items in clause (i) in the immediately preceding sentenceCompany.