Buyer Acknowledgement. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE SALE ASSETS ON AN “AS-IS WHERE-IS” BASIS AND ASSUMING THE ASSUMED OBLIGATIONS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) BY SELLER OR LICENSEE AND IN EACH CASE SUBJECT ONLY TO PERMITTED ENCUMBRANCES. SELLER AND LICENSEE HAVE NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT) OR SHALL BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE SALE ASSETS (OR ANY PART THEREOF), THE ASSUMED OBLIGATIONS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALE ASSETS (OR ANY PART THEREOF), OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT, ANY USE OF THE SALE ASSETS, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR FINANCIAL STATUS OF THE SALE ASSETS OR THE FACILITIES, AND SELLER AND LICENSEE SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE SALE ASSETS, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT FROM AND AFTER THE CLOSING DATE. BUYER HAS OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT THE SALE ASSETS, ASSUMED OBLIGATIONS, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE SALE ASSETS AND ASSUMING THE ASSUMED OBLIGATIONS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. SELLER AND LICENSEES HAVE MADE NO REPRESENTATIONS AND WARRANTIES AND SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE BUSINESSES OR OPERATIONS CONDUCTED IN THE SALE ASSETS, OTHER THAN THE EXPRESS REPRESENTATIONS CONTAINED IN THIS AGREEMENT. BUYER REPRESENTS AND WARRANTS TO SELLER AND LICENSEES, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF BUYER’S OWN INSPECTIONS, AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THIS SECTION 3.1, AS BETWEEN SELLER AND LICENSEES ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY BUYER.
Buyer Acknowledgement. The Buyer acknowledges that: (a) its purchase of the Transferred Rights and assumption of the Assumed Obligations from such Seller is irrevocable; and (b) the Buyer shall have no recourse to such Seller, except for such Seller’s breaches of its representations, warranties or covenants, in each case as expressly stated in this Agreement and the Related Assignment and Assumption.
Buyer Acknowledgement. Buyer hereby acknowledges that Seller makes no express or implied representations or warranties whatsoever with respect to (a) the Purchased Assets, which are being transferred to it on an "AS IS, WHERE IS" basis, i.e., without representations or warranties regarding value, condition of use, merchantability or fitness for a particular purpose or (b) the liabilities relating to the Purchased Assets. Buyer hereby further acknowledges that it is relying on its own familiarity with the Purchased Assets and the related liabilities in making its decision to purchase the Purchased Assets and assume the Assumed Liabilities and Buyer will not have any recourse against Seller after the Closing by way of indemnification rights or claims for damages or otherwise for any matter whatsoever relating to the Purchased Assets or the Assumed Liabilities (other than a breach of the representation made by Seller in Section 3.3 hereof).
Buyer Acknowledgement. Each Buyer hereby acknowledges that Seller makes no express or implied representations or warranties whatsoever (x) with respect to the business, financial condition, results of operations or prospects (including probable success or profitability after the Closing) of HIL and its subsidiaries or (y) the assets, whether real, personal or mixed, owned directly or indirectly by HIL, which are being indirectly transferred to it on an "AS IS, WHERE IS" basis, i.e., without representations or warranties regarding value, condition of use, merchantability or fitness for a particular purpose or (z) the liabilities of HIL which relate directly or indirectly to such HIL assets. Each Buyer hereby further acknowledges he or she is relying on his or her own familiarity with HIL and its direct and indirect assets and liabilities in making his or her decision to purchase the HIL Shares and no Buyer will have any recourse against Seller after the Closing, by way of indemnification rights or claims for damages or otherwise for any matter whatsoever relating to HIL or its direct or indirect assets or liabilities (other than a breach of the representation made by Seller in Section 3.4 hereof and as set forth in Section 5.1).
Buyer Acknowledgement. 12.1 You acknowledge that:
Buyer Acknowledgement. Buyer hereby acknowledges that Buyer has been provided with all financial information that Buyer has requested from Seller, and further acknowledges that the Hospital has experienced significant operating losses during recent quarterly and annual periods. Buyer acknowledges that Buyer has knowledge and expertise in financial and business matters and in the operation of facilities similar to the Hospital that enable Buyer to evaluate the merits and risks of the transactions described in this Agreement.
Buyer Acknowledgement. Buyer acknowledges and agrees that: (i) it has carefully considered with the assistance of its counsel the nature and extent of the restrictive covenant set forth in Section 2.6; (ii) the provisions of Section 2.6 are reasonable and necessary to protect and preserve MDS’ interests in and right to carry on its business from and after Closing; (iii) MDS may suffer irreparable harm if Buyer or its Affiliates breach any of their obligations set out in Section 2.6; and (iv) monetary damages may not be a sufficient remedy for a breach by Buyer or its Affiliates of the provisions of Section 2.6. Accordingly, in the event of a breach or threatened breach by Buyer or any of its Affiliates of any of the provisions of Section 2.6, in addition to any remedy provided for at law or in equity, MDS shall be entitled to seek equitable relief, including an interim injunction, interlocutory injunction and permanent injunction or specific performance or both.
Buyer Acknowledgement. Buyer acknowledges that (a) it is acquiring the Transferred Assets on an as is, where is basis, (b) it shall, without investigation, objection or requisition accept such title as Seller has to the Transferred Assets, and (c) accordingly, save as expressly set out in this Agreement, no representations, warranties or other assurances of any kind are given by or on behalf of Seller and on which Buyer may rely in entering into this Agreement and on other statement, promise or forecast made by or on behalf of Seller may form the basis of, or be pleaded in connection with, any claim by Buyer under or in connection with this Agreement.
Buyer Acknowledgement. Buyer acknowledges that the terms of this Agreement as they apply to Transitioned Employees who execute the Agreement and Release are being relied upon, in part, by such Transitioned Employees and TXU as consideration for the Agreement and Release.
Buyer Acknowledgement. Notwithstanding any other provision of this Agreement, including, without limitation Section 3.5 and Section 3.11, Buyer agrees and acknowledges that the Transferred Peanuts Copyrights, and Seller’s and, following the Closing Date, Company’s, right, title, and interest therein, may be subject to contractual and statutory termination rights. No representation and warranty by Seller under this Agreement shall be construed as a representation or warranty as to the absence of any of the foregoing.
