Common use of Buyer Acknowledgment Clause in Contracts

Buyer Acknowledgment. (a) BUYER ACKNOWLEDGES AND AGREES THAT IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933). (b)IN CONNECTION WITH ITS INVESTIGATION OF THE COMPANY AND ITS SUBSIDIARIES AND THEIR BUSINESS, BUYER MAY HAVE RECEIVED OR HAD ACCESS TO CERTAIN PROJECTIONS AND OTHER FORECASTS, INCLUDING PROJECTED FINANCIAL STATEMENTS, CASH FLOW ITEMS, CERTAIN BUSINESS PLAN INFORMATION AND OTHER DATA OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. BUYER Exhibit 2.1 ACKNOWLEDGES AND AGREES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS AND PLANS AND, ACCORDINGLY, IS NOT RELYING ON THEM, AND (II) NONE OF THE SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATE THEREOF HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PROJECTIONS AND OTHER FORECASTS AND PLANS. (c) BUYER ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN AS SET FORTH IN SECTION 2.1 AND ARTICLES 3, 4 AND 5 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), NONE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES HAS MADE, MAKES, AND THEY HEREBY SPECIFICALLY DISCLAIM MAKING, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR THE RAIL FACILITY PROPERTY; AND (II) IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES EXCEPT AS SET FORTH IN SECTION 2.1 OR ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN SECTION 2.1 AND ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE). [signature page follows]

Buyer Acknowledgment. As of the expiration of the Inspection Period, Buyer acknowledges for Buyer and Buyer's successors, heirs and assignees, (ai) that Buyer has been given a reasonable opportunity to inspect and investigate the Property, all improvements thereon and all aspects relating thereto, either (1) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED), LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE; (2) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES ARE IN WORKING ORDER; (3) THE HABITABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; AND (4) THE FITNESS OF ANY PERSONAL PROPERTY; OR (5) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. SUBJECT ONLY TO THE LIMITED WARRANTIES OF TITLE SET FORTH IN THE DEED AND THE WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 6.1(a) THROUGH (k) HEREOF, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933). (b)IN CONNECTION WITH RELYING SOLELY UPON ITS INVESTIGATION OWN INSPECTION OF THE COMPANY PROPERTY AND ITS SUBSIDIARIES AND THEIR BUSINESS, BUYER MAY HAVE RECEIVED OR HAD ACCESS NOT UPON ANY REPRESENTATIONS MADE TO CERTAIN PROJECTIONS AND OTHER FORECASTS, INCLUDING PROJECTED FINANCIAL STATEMENTS, CASH FLOW ITEMS, CERTAIN BUSINESS PLAN INFORMATION AND OTHER DATA OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. BUYER Exhibit 2.1 ACKNOWLEDGES AND AGREES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS AND PLANS AND, ACCORDINGLY, IS NOT RELYING ON THEM, AND (II) NONE OF THE IT BY SELLER, THE COMPANY ITS OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR EMPLOYEES OR ANY OF ITS SUBSIDIARIES OR PERSON WHOMSOEVER. ANY AFFILIATE THEREOF HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PROJECTIONS AND OTHER FORECASTS AND PLANS. (c) BUYER ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN AS SET FORTH IN SECTION 2.1 AND ARTICLES 3, 4 AND 5 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), NONE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES HAS MADE, MAKES, AND THEY HEREBY SPECIFICALLY DISCLAIM MAKING, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR THE RAIL FACILITY PROPERTY; AND (II) IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES EXCEPT AS SET FORTH IN SECTION 2.1 OR ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN SECTION 2.1 AND ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE). [signature page follows]REPORTS,

Buyer Acknowledgment. Buyer acknowledges and agrees to the following (on behalf of itself and each of its Affiliates): (a) BUYER ACKNOWLEDGES AND AGREES THAT IT IS AN “ACCREDITED INVESTOR” Buyer has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Purchased Companies, and, in making its determination to proceed with the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer and its respective Affiliates (AS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933x) have relied solely on the results of their own respective independent investigation and the representations and warranties of the Sellers expressly and specifically set forth in Article III, as qualified by the Schedules, in the Ancillary Agreements and in the officer’s certificate delivered to Buyer pursuant to Section 8.2(c) and (y) have not relied on the accuracy or completeness of any other information provided to (or otherwise acquired by) Buyer or any of its respective Non-Recourse Parties. (b) Other than as expressly set forth in Article III, as qualified by the Schedules, in any Ancillary Agreement or in the officer’s certificate delivered to Buyer pursuant to Section 8.2(c). (b)IN CONNECTION WITH ITS INVESTIGATION OF THE COMPANY AND ITS SUBSIDIARIES AND THEIR BUSINESS, BUYER MAY HAVE RECEIVED OR HAD ACCESS TO CERTAIN PROJECTIONS AND OTHER FORECASTSnone of the Purchased Companies, INCLUDING PROJECTED FINANCIAL STATEMENTSthe Sellers or any Non-Recourse Party of the foregoing makes or provides, CASH FLOW ITEMSand Buyer and its respective Non-Recourse Parties hereby waive, CERTAIN BUSINESS PLAN INFORMATION AND OTHER DATA OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. BUYER Exhibit 2.1 ACKNOWLEDGES AND AGREES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONSany warranty or representation, FORECASTS AND PLANS ANDexpress or implied, ACCORDINGLYas to the quality, IS NOT RELYING ON THEMmerchantability, AND (II) NONE OF THE SELLERfitness for a particular purpose, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATE THEREOF HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PROJECTIONS AND OTHER FORECASTS AND PLANSconformity to samples or condition of any Purchased Company’s assets or any part thereof. (c) BUYER ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN AS SET FORTH IN SECTION 2.1 AND ARTICLES 3, 4 AND 5 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), NONE OF SELLERTHE PURCHASED COMPANIES, THE COMPANY SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES HAS MADENON-RECOURSE PARTIES, MAKESHAVE MADE ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS (INCLUDING BY OMISSION) OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROSPECTS, ASSETS OR LIABILITIES OF THE PURCHASED COMPANIES OR THE QUALITY, QUANTITY OR CONDITION OF THE ASSETS OF THE PURCHASED COMPANIES) TO BUYER OR ANY OF ITS RESPECTIVE NON-RECOURSE PARTIES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES OF GRIFFON EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE III, AS QUALIFIED BY THE SCHEDULES, IN ANY ANCILLARY AGREEMENT OR IN THE OFFICER’S CERTIFICATE DELIVERED TO BUYER PURSUANT TO SECTION 8.2(C). (d) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GRIFFON EXPRESSLY AND SPECIFICALLY SET FORTH IN ARTICLE III, AS QUALIFIED BY THE SCHEDULES, IN ANY ANCILLARY AGREEMENT OR IN THE OFFICER’S CERTIFICATE DELIVERED TO BUYER PURSUANT TO SECTION 8.2(C) (X) BUYER IS ACQUIRING THE PURCHASED COMPANIES ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE SELLERS NOR ANY OTHER PERSON (INCLUDING, FOR THE AVOIDANCE OF DOUBT, EACH OF THEIR RESPECTIVE NON-RECOURSE PARTIES), WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY, IS MAKING, AND THEY HEREBY SPECIFICALLY DISCLAIM MAKINGNONE OF ANY OF BUYER OR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES IS RELYING ON, ANY REPRESENTATION REPRESENTATIONS, WARRANTIES OR WARRANTYOTHER STATEMENTS (INCLUDING BY OMISSION) OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PASTEXPRESS OR IMPLIED, PRESENT AT LAW OR FUTUREIN EQUITY, OFSTATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE PURCHASED COMPANIES OR ANY OF THEIR OTHER RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE ASSETS, LIABILITIES, BUSINESSES, OPERATIONS, FUTURE REVENUE, PROFITABILITY OR SUCCESS, OR IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO, OR CONCERNING SELLER, THE COMPANY OTHERWISE ACQUIRED BY BUYER OR ANY OF ITS SUBSIDIARIES AND/RESPECTIVE NON-RECOURSE PARTIES (INCLUDING BY WAY OF ANY DOCUMENTS, INFORMATION OR MATERIALS INCLUDED OR REFERRED TO IN THE RAIL FACILITY PROPERTY; AND (II) IT IS NOT RELYING ON ANY REPRESENTATION DATA ROOM, THE CONFIDENTIAL INFORMATION PRESENTATION OR WARRANTY MADE OTHERWISE), OR STATEMENT MADE, BY OR ON BEHALF OF SELLER OR THE COMPANY SELLERS, THE PURCHASED COMPANIES OR ANY OF ITS SUBSIDIARIES EXCEPT AS SET FORTH IN SECTION 2.1 OR ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES NON-RECOURSE PARTIES OR OTHERWISE THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR PURSUANT TO THE ANCILLARY AGREEMENTS. (e) BUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS ACQUISITION OF THE PURCHASED SHARES. BUYER CONFIRMS THAT IT CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT IN THE PURCHASED SHARES, AND CAN AFFORD TO LOSE ITS ENTIRE INVESTMENT IN SUCH PURCHASED SHARES, HAS BEEN FURNISHED THE MATERIALS RELATING THERETO WHICH BUYER HAS REQUESTED, AND THE SELLERS HAVE PROVIDED BUYER AND ITS REPRESENTATIVES THE OPPORTUNITY TO ASK QUESTIONS OF THE OFFICERS AND MANAGEMENT EMPLOYEES OF THE PURCHASED COMPANIES AND TO ACQUIRE ADDITIONAL INFORMATION ABOUT THE BUSINESS AND FINANCIAL CONDITION OF THE PURCHASED COMPANIES. BUYER IS ACQUIRING THE PURCHASED SHARES FOR INVESTMENT AND NOT WITH A VIEW TOWARD OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF, OR WITH ANY PRESENT INTENTION OF DISTRIBUTING OR SELLING SUCH PURCHASED SHARES. BUYER AGREES THAT SUCH PURCHASED SHARES MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS, EXCEPT AS SET FORTH IN SECTION 2.1 AND ARTICLE 3 HEREOF PURSUANT TO APPLICABLE EXEMPTIONS THEREFROM. (AS QUALIFIED BY THE DISCLOSURE SCHEDULE). [signature page follows]f) None of the Sellers, the Purchased Companies or any of their respective Non-Recourse Parties, whether in an individual, corporate or any other capacity, will have or be subject to any liability or obligation (indemnification or otherwise) to Buyer or any of its respective Non-Recourse Parties resulting from (nor shall Buyer or any of its respective Non-Recourse Parties have any claim with respect to) the distribution to Buyer or any of its respective Non-Recourse Parties, or Buyer’s or any of its respective Non-Recourse Parties’ use of, or reliance on, any information, documents, projections, forecasts or other material made available to Buyer or any of its respective Non-Recourse Parties in the Data Room or presentations (including, for the avoidance of doubt, in the Confidential Information Presentation or other “management presentations”) in expectation of, or in connection with, the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (g) Without in any way limiting the generality of the foregoing, Buyer, on its own behalf and on behalf of their Non-Recourse Parties, acknowledge that there are uncertainties inherent in attempting to make projections, forward looking statements and other forecasts and estimates and certain business plan information, that Buyer and its Non-Recourse Parties are familiar with such uncertainties, that Buyer and its Non-Recourse Parties are taking full responsibility for making their own evaluation of the adequacy and accuracy of any such projections, forward looking statements, forecasts, estimates and business plan information provided to it in connection with the transactions contemplated by this Agreement (including the reasonableness of the assumptions underlying such projections, forward looking statements, forecasts, estimates and business plan information) and the Ancillary Agreements, that no representations, warranties or statements (including by omission) of any kind are being made with respect thereto, that none of Buyer or any of its respective Non-Recourse Parties is relying thereon and that Buyer and its respective Non-Recourse Parties shall have no claim against anyone with respect thereto

Buyer Acknowledgment. (a) BUYER ACKNOWLEDGES AND AGREES THAT IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN THE RULES AND REGULATIONS PROMULGATED UNDER THE SECURITIES ACT OF 1933). . (b)IN b) IN CONNECTION WITH ITS INVESTIGATION OF THE COMPANY AND ITS SUBSIDIARIES AND THEIR BUSINESS, BUYER MAY HAVE RECEIVED OR HAD ACCESS TO CERTAIN PROJECTIONS AND OTHER FORECASTS, INCLUDING PROJECTED FINANCIAL STATEMENTS, CASH FLOW ITEMS, CERTAIN BUSINESS PLAN INFORMATION AND OTHER DATA OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES. BUYER Exhibit 2.1 ACKNOWLEDGES AND AGREES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH PROJECTIONS, FORECASTS AND PLANS AND, ACCORDINGLY, IS NOT RELYING ON THEM, AND (II) NONE OF THE SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY AFFILIATE THEREOF HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO SUCH PROJECTIONS AND OTHER FORECASTS AND PLANS. (c) BUYER ACKNOWLEDGES AND AGREES THAT (I) OTHER THAN AS SET FORTH IN SECTION 2.1 AND ARTICLES 3, 4 AND 5 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE), NONE OF SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES HAS MADE, MAKES, AND THEY HEREBY SPECIFICALLY DISCLAIM MAKING, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES AND/OR THE RAIL FACILITY PROPERTY; AND (II) IT IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY OR ON BEHALF OF SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES EXCEPT AS SET FORTH IN SECTION 2.1 OR ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE) AND THAT NO PERSON HAS BEEN AUTHORIZED BY SELLER OR THE COMPANY OR ANY OF ITS SUBSIDIARIES TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO SELLER, THE COMPANY OR ANY OF ITS SUBSIDIARIES, THEIR RESPECTIVE BUSINESSES OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT AS SET FORTH IN SECTION 2.1 AND ARTICLE 3 HEREOF (AS QUALIFIED BY THE DISCLOSURE SCHEDULE). [signature page follows].