Common use of Buyer Acknowledgment Clause in Contracts

Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their Affiliates, that (i) none of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, the Stockholders’ Representative, the Company or any of their respective Affiliates; and (ii) no third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation made by or on behalf of the Company in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Persons. (b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective Affiliates, that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such information about the Company and its Subsidiaries as it has requested. (c) In connection with Buyer’s and Merger Sub’s investigation of the Company and its Subsidiaries, Buyer and Merger Sub and their respective Representatives have received from the Stockholders’ Representative, a Stockholder, or the Company (individually or through any of their Representatives or the Company’s Subsidiaries) certain projections, estimates and other forecasts and certain business plan information (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of the Stockholders, the Stockholders’ Representative, the Company or any of their Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Company or any of its Subsidiaries furnished or made available to Buyer, Merger Sub or their respective Representatives or otherwise with respect to any of the Company or any of its Subsidiaries or their operations, business, financial condition, assets, liabilities or prospects, and none of the Stockholders, the Stockholders’ Representative, the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or Buyer’s or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any form.

Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their its Affiliates, that (i) none it is reasonable for Buyer to rely solely on the representations or warranties of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, Seller Parties specifically contained in this Agreement and the Stockholders’ Representative, the Company or any of their respective Affiliates; other Seller Representations and (ii) no third party is entitled to rely on the Seller Parties have not made, and the Seller Parties do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or is otherwise intended to be a beneficiary guarantees of any representation made by kind or on behalf character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the nature, quality or condition (financial or otherwise) of the Company in Business, the Purchased Assets or pursuant to this Agreement, the Assumed Liabilities or any (B) the suitability of the statements Purchased Assets for any and all activities and uses that Buyer may conduct therewith or information contained herein thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Personspursue claims for fraud. (b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company Business, the Purchased Assets and its Subsidiaries and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Company Business, the Purchased Assets and its Subsidiaries the Assumed Liabilities as it has requestedrequested and (iii) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (c) In connection with Buyer’s and Merger Sub’s investigation of the Company and its SubsidiariesBusiness, the Purchased Assets or the Assumed Liabilities, Buyer and Merger Sub and their respective its Representatives have received from the Stockholders’ Representative, a Stockholder, or the Company Seller (individually directly or through any of their Representatives or the Company’s Subsidiariesits Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of the Stockholders, the Stockholders’ Representative, the Company Seller or any of their its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Company Business, the Purchased Assets or any of its Subsidiaries the Assumed Liabilities furnished or made available to Buyer, Merger Sub Buyer or their respective its Representatives or otherwise with respect to any of the Company Business, Seller or any of the Selling Subsidiaries, or its Subsidiaries or their operations, business, financial condition, assets, liabilities or prospects, and none of the Stockholders, the Stockholders’ Representative, the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or Buyer’s or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any form.or

Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their Affiliates, that (i) none of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, the Stockholders’ Representative, the Company or any of their respective Affiliates; and (ii) no third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation made by or on behalf of the Company in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Persons. (b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective Affiliates, that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries and (ii) has been furnished with or given adequate access to such information about the Company and its Subsidiaries as it has requested. (c) In connection with Buyer’s and Merger Sub’s investigation of the Company and its Subsidiaries, Buyer and Merger Sub and their respective Representatives have received from the Stockholders’ Representative, a StockholderFully Diluted Common Holder, or the Company (individually or through any of their Representatives or the Company’s Subsidiaries) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Information Memorandum) (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided hereinit. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of the StockholdersFully Diluted Common Holders, the Stockholders’ Representative, the Company or any of their Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Company or any of its Subsidiaries furnished or made available to Buyer, Merger Sub or their respective Representatives or otherwise with respect to any of the Company or any of its Subsidiaries or their operations, business, financial condition, assets, liabilities or prospects, and none of the Stockholders, the Stockholders’ Representative, the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or Buyer’s or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any form.

Buyer Acknowledgment. (a) Each of The Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their Affiliatesthe Buyer Indemnified Parties, that (ia) it is reasonable for the Buyer to rely solely on the representations or warranties of the Sellers specifically contained in this Agreement; (b) none of Buyer, Merger Sub the Buyer or any of their respective its Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, the Stockholders’ Representative, the Company any Seller or any of their respective Affiliatesits Affiliates in connection with this Agreement or the transactions contemplated hereby; and (iic) no potential source of financing or other third party is entitled to rely on or is otherwise intended to be a beneficiary of any representation made by or on behalf of the Company any Seller in or pursuant to this Agreement, or any of the statements or information contained herein or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub the Buyer or any of their respective its Representatives, investment bankers or other Persons. (b) Each potential or actual sources of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective Affiliates, that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company and its Subsidiaries financing; and (iid) no Seller has been furnished with made, and each Seller does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or given adequate access to such information about the Company and its Subsidiaries as it has requested. (c) In connection with Buyer’s and Merger Sub’s investigation guaranties of the Company and its Subsidiariesany kind or character whatsoever, Buyer and Merger Sub and their respective Representatives have received from the Stockholders’ Representativewhether express or implied, a Stockholderoral or written, past, present, or the Company (individually or through any of their Representatives or the Company’s Subsidiaries) certain projectionsfuture, estimates and other forecasts and certain business plan information (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, as to, concerning or reliance by, it on such Projections shall be at its sole risk, with respect to (except as (and without limiting any other provisions solely to the extent) specifically set forth in this Agreement or in the Ancillary Agreementsofficer’s certificate delivered to Buyer pursuant to Section 8.2(d)): (i) the nature, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none quality or condition (financial or otherwise) of the Stockholdersassets of the Purchased Companies; (ii) the suitability of the assets of the Purchased Companies for any and all activities and uses that Buyer may, or may cause any Purchased Company to, conduct therewith or thereon; (iii) the Stockholders’ Representative, compliance of or by the Company or any assets of their Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Company or any of its Subsidiaries furnished or made available to Buyer, Merger Sub Purchased Companies or their respective Representatives operation with any past, existing or otherwise with respect to any future Laws; (iv) the manner or quality of the Company construction or any of its Subsidiaries or their operationsmaterials, businessif any, financial condition, assets, liabilities or prospects, and none incorporated into the assets of the StockholdersPurchased Companies; (v) the manner, quality, state of repair or lack of repair of the Stockholders’ Representative, assets of the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or Buyer’s or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any form.Purchased Companies; and

Buyer Acknowledgment. (a) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and each of their its Affiliates, that (i) none it is reasonable for Buyer to rely solely on the representations or warranties of Buyer, Merger Sub or any of their respective Affiliates are affiliated with, related to, or have a fiduciary relationship with, the Stockholders, Seller Parties specifically contained in this Agreement and the Stockholders’ Representative, the Company or any of their respective Affiliates; other Seller Representations and (ii) no third party is entitled to rely on the Seller Parties have not made, and the Seller Parties do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or is otherwise intended to be a beneficiary guarantees of any representation made by kind or on behalf character whatsoever, whether express or implied, oral or written, past, present, or future, of, as to, concerning or with respect to (except as (and solely to the extent) set forth in the Seller Representations): (A) the nature, quality or condition (financial or otherwise) of the Company in Business, the Purchased Assets or pursuant to this Agreement, the Assumed Liabilities or any (B) the suitability of the statements Purchased Assets for any and all activities and uses that Buyer may conduct therewith or information contained herein thereon. BUYER ACKNOWLEDGES AND AGREES THAT IT IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or in any Appendix, Exhibit or Schedule hereto or otherwise furnished or made available to Buyer, Merger Sub or any of their respective Representatives, investment bankers or other Personspursue claims for fraud. (b) Each of Buyer and Merger Sub acknowledges and agrees, on behalf of itself and their respective its Affiliates, that it (i) has made or waived the opportunity to make its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company Business, the Purchased Assets and its Subsidiaries and the Assumed Liabilities, (ii) has been furnished with or given adequate access to such information about the Company Business, the Purchased Assets and its Subsidiaries the Assumed Liabilities as it has requestedrequested and (iii) will not assert any claim against any Seller Party or any of their respective Affiliates or Representatives or hold any Seller Party or any of their respective Affiliates or Representatives liable for any inaccuracies, misstatements or omissions with respect to information described in Section 8.2(c) (other than as set forth in the following sentence) furnished by the Seller Parties or any of their respective Affiliates or Representatives concerning the Seller Parties, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding the foregoing, nothing in this Section 8.2 shall limit Buyer’s rights with respect to recovery for breaches of Seller Representations or to pursue claims for fraud. (c) In connection with Buyer’s and Merger Sub’s investigation of the Company and its SubsidiariesBusiness, the Purchased Assets or the Assumed Liabilities, Buyer and Merger Sub and their respective its Representatives have received from the Stockholders’ Representative, a Stockholder, or the Company Seller (individually directly or through any of their Representatives or the Company’s Subsidiariesits Representatives) certain projections, estimates and other forecasts and certain business plan information (including a Confidential Presentation, dated June 25, 2018, and information, documents or material made available to Buyer and its representatives in certain “data rooms” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement or the Ancillary Agreements) (collectively, “Projections”). Each of Buyer and Merger Sub acknowledges that there are uncertainties inherent in attempting to make such Projections, that it is familiar with such uncertainties, that it is making its own evaluation of the adequacy and accuracy of all Projections so furnished or made available to it and any use of, or reliance by, it on such Projections shall be at its sole risk, and without limiting any other provisions in this Agreement or the Ancillary Agreements, that it shall have no claim against any Person with respect thereto except as otherwise provided herein. Each of Buyer and Merger Sub acknowledges that, except as expressly set forth in Article III and Article IV of this Agreement, none of the Stockholders, the Stockholders’ Representative, the Company Seller or any of their its Affiliates, nor any of their respective Representatives or direct or indirect equityholders or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any Projections, any written or oral information regarding the Company Business, the Purchased Assets or any of its Subsidiaries the Assumed Liabilities furnished or made available to Buyer, Merger Sub Buyer or their respective its Representatives or otherwise with respect to any of the Company Business, Seller or any of the Selling Subsidiaries, or its Subsidiaries or their operations, business, financial condition, assets, liabilities or prospects. Notwithstanding the foregoing, and none of the Stockholders, the Stockholders’ Representative, the Company, its Subsidiaries, any of their respective Representatives or direct or indirect equityholders or any other Person nothing in this Section 8.2 shall have or be subject to any liability to Buyer, Merger Sub or any other Person resulting from the distribution to Buyer, Merger Sub or their respective Representatives or Affiliates, or limit Buyer’s rights with respect to recovery for breaches of Seller Representations or Merger Sub’s or any of their respective Representative’s or Affiliate’s use of, any such Projections, written or oral information, or any information, documents or material made available to Buyer, Merger Sub or their respective Representatives and Affiliates in any formpursue claims for fraud.