Common use of Buyer’s Acknowledgment Clause in Contracts

Buyer’s Acknowledgment. Each of the Buyer and the Parent acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and the Company Subsidiaries, and in making its determination to proceed with the transactions contemplated by this Agreement, each of the Buyer and the Parent has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company and the Company Subsidiaries expressly set forth in Article IV as qualified by the Company Disclosure Letter and the representations and warranties of the Seller expressly set forth in Article V as qualified by the Seller Disclosure Letter. Each of the Buyer and the Parent further acknowledges and agrees that it will not at any time assert any claim against the Seller, the Company, the Trustee or any of their respective present and former Affiliates or Representatives or attempt to hold any of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, any Company Subsidiary, the Company’s business or the transactions set forth herein. Each of the Buyer and the Parent acknowledges that, except as expressly set forth in this Agreement, the Company Disclosure Letter and the Seller Disclosure Letter, neither the Company, the Seller, the Trustee, nor any of their Representatives makes or will be deemed to have made hereunder, and neither the Buyer nor the Parent has or will be deemed to have relied on: (a) any representations or warranties, express or implied, regarding the Seller, the Company or any Company Subsidiary, (b) any representations or warranties, express or implied, at Law or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company or any Company Subsidiary, or (c) hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts or Government Bids of the Company or any Company Subsidiary that may be promulgated or become effective after the Closing, or concerning the continuation after the Closing of any of the Government Contracts, Government Bids and/or task orders of the Company or any Company Subsidiary. Each of the Buyer and the Parent acknowledges that there are uncertainties inherent in attempting to make any such projections, budgets, forecasts or other forward-looking financial information and actual results of operations may differ materially from any such projections, budgets, forecasts or other forward-looking financial information. Each of the Buyer and the Parent acknowledges that the Purchase Price has been negotiated based upon the Buyer’s express agreement that should the Closing occur, the Buyer will acquire the Company and its businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Article IV and Article V. Further, without limiting any representation, warranty or covenant of the Seller or the Company expressly set forth in Articles IV and V, each of the Buyer and the Parent acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Company and the transactions set forth herein, including with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance matters.

Buyer’s Acknowledgment. Each of Buyer acknowledges that, except as expressly provided in this Agreement, neither Seller nor the Buyer Company has made, and the Parent acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and the Company SubsidiariesSeller hereby expressly disclaim and negate, and in making its determination to proceed with the transactions contemplated Buyer hereby expressly waives, any representation or warranty, express, implied, at common law, by this Agreementstatute or otherwise relating to, each and Buyer hereby expressly waives and relinquishes any and all rights, claims and causes of the Buyer and the Parent has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company and the Company Subsidiaries expressly set forth in Article IV as qualified by the Company Disclosure Letter and the representations and warranties of the Seller expressly set forth in Article V as qualified by the Seller Disclosure Letter. Each of the Buyer and the Parent further acknowledges and agrees that it will not at any time assert any claim action against the Seller, the Company, the Trustee or any of its Affiliates and their respective present representatives in connection with, the accuracy, completeness, or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and former Affiliates its representatives by or Representatives on behalf of Seller or attempt the Company. Buyer acknowledges that the Government Contracts may be terminated for convenience at any time by the pertinent Governmental Authority, and that any Government Contract or task orders under any Government Contract awarded based upon Company's 8(a) certification may be subject to hold any termination unless the Small Business Administration issues waivers to permit the continuation of such Persons liabletask orders by Company after the Closing. Without limiting any representations and warranties contained in Article 3, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, any Company Subsidiary, the Company’s business or the transactions set forth herein. Each of the Buyer and the Parent acknowledges that, except as expressly set forth in this Agreement, the Buyer acknowledges that neither Company Disclosure Letter and the nor Seller Disclosure Letter, neither the Company, the Seller, the Trustee, nor any of their Company's Representatives makes or will shall be deemed to have made hereunder, and neither the Buyer nor the Parent has or will be deemed to have relied on: (a) any representations or warranties, express or implied, regarding the Seller, the Company or any Company Subsidiary, (b) any representations or warranties, express or implied, at Law law or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company or any Company Subsidiary, or (c) hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts or Government Bids of the Company or any Company Subsidiary that may be promulgated or become effective after the Closing, or concerning the continuation after the Closing of any of the Government Contracts, Government Bids and/or task orders of the Company or any Company Subsidiary. Each of the Buyer and the Parent acknowledges that there are uncertainties inherent in attempting to make any such projections, budgets, or forecasts or in the accuracy of such other forward-looking financial information and actual results of operations may differ materially from any such projections, budgets, budgets or forecasts or as contained in such other forward-looking financial information. Each of the Buyer and the Parent acknowledges that the Purchase Price has been negotiated based upon the Buyer’s express agreement that should the Closing occur, the Buyer will acquire the Company and its businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Article IV and Article V. Further, without limiting any representation, warranty or covenant of the Seller or the Company expressly set forth in Articles IV and V, each of the Buyer and the Parent acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Company and the transactions set forth herein, including with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance matters.

Buyer’s Acknowledgment. Each of the (a) Buyer acknowledges and the Parent acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and the Company Subsidiaries, and in making its determination to proceed with the transactions contemplated by this Agreement, each of the Buyer and the Parent has relied solely on the results of its own independent investigation and verification and agrees that: (i) other than the representations and warranties of Seller specifically contained in this Agreement or in the Company Ancillary Agreements, (A) there are no other representations or warranties of Seller either expressed or implied with respect to Seller, the Business, the Assets, RSI, or the Contemplated Transactions and Buyer takes the Company Subsidiaries expressly set forth Assets “as-is” and “where-is” and (B) SELLER EXPRESSLY DISCLAIMS ANY IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, MERCHANTABILITY OR SUITABILITY OF ANY OF THE ASSETS, OR OF THE BUSINESS; and (ii) it shall have a right to indemnification solely as provided in Article IV as qualified 11 hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by the Company Disclosure Letter and the representations and warranties either Seller or any of the Seller expressly set forth in Article V as qualified by the Seller Disclosure Letter. Each of the its officers, directors, employees, agents or advisors, or otherwise available to Buyer. (b) Buyer and the Parent further acknowledges and agrees that it will not at some or all of the services and products of the Business may require a license from either the United States Department of State or Department of Commerce in order to export such services or products to a foreign buyer and some or all of the equipment used in the Business is of such a nature that the export of such equipment may require a license from either the United States Department of State or Department of Commerce. (c) Buyer acknowledges and agrees that any time assert any claim against cost estimates, projections or other predictions contained or referred to in the Seller, Disclosure Schedules or in the Company, the Trustee information provided to Buyer or any of their respective present its employees, agents or representatives were prepared for internal planning purposes only and former Affiliates are not and shall not be deemed to be representations or Representatives warranties of Seller or attempt to hold any Related Person of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, any Company Subsidiary, the Company’s business or the transactions set forth herein. Each of the . (d) Buyer acknowledges and the Parent acknowledges agrees that, except as expressly : (i) other than those set forth in this AgreementSection 3.18, the Company Disclosure Letter and the Seller Disclosure Letter, neither the Company, the Seller, the Trustee, nor any of their Representatives makes or will be deemed to have made hereunder, and neither the Buyer nor the Parent has or will be deemed to have relied on: (a) any no representations or warranties, express or implied, regarding the Seller, the Company or information and findings of any Company Subsidiary, environmental reports provided to Buyer; (bii) any representations or warranties, express or implied, at Law such reports were not prepared for Buyer or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results anticipation of the Company or any Company Subsidiary, or Contemplated Transactions; and (ciii) hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts or Government Bids of the Company or any Company Subsidiary that may be promulgated or become effective after the Closing, or concerning the continuation after the Closing of any of the Government Contracts, Government Bids and/or task orders of the Company or any Company Subsidiary. Each of the Buyer and the Parent acknowledges that there are uncertainties inherent in attempting to make any all such projections, budgets, forecasts or other forward-looking financial information environmental reports were prepared solely for Seller’s use and actual results of operations may differ materially from any such projections, budgets, forecasts or other forward-looking financial information. Each of the Buyer and the Parent acknowledges that the Purchase Price has been negotiated based upon the Buyer’s express agreement that should the Closing occur, the Buyer will acquire the Company and its businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Article IV and Article V. Further, without limiting any representation, warranty or covenant of the Seller or the Company expressly set forth in Articles IV and V, each of the Buyer and the Parent acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Company and the transactions set forth herein, including with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance mattersbenefit.

Buyer’s Acknowledgment. Each of Buyer acknowledges that, except as expressly provided in this Agreement, neither Seller nor the Buyer Company has made, and the Parent acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and the Company SubsidiariesSeller hereby expressly disclaim and negate, and in making its determination to proceed with the transactions contemplated Buyer hereby expressly waives, any representation or warranty, express, implied, at common law, by this Agreementstatute or otherwise relating to, each and Buyer hereby expressly waives and relinquishes any and all rights, claims and causes of the Buyer and the Parent has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Company and the Company Subsidiaries expressly set forth in Article IV as qualified by the Company Disclosure Letter and the representations and warranties of the Seller expressly set forth in Article V as qualified by the Seller Disclosure Letter. Each of the Buyer and the Parent further acknowledges and agrees that it will not at any time assert any claim action against the Seller, the Company, the Trustee or any of its Affiliates and their respective present representatives in connection with, the accuracy, completeness, or materiality of any information, data or other materials (written or oral) heretofore furnished to Buyer and former Affiliates its representatives by or Representatives on behalf of Seller or attempt the Company. Buyer acknowledges that the Government Contracts may be terminated for convenience at any time by the pertinent Governmental Authority, and that any Government Contract or task orders under any Government Contract awarded based upon Company's 8(a) certification may be subject to hold any termination unless the Small Business Administration issues waivers to permit the continuation of such Persons liabletask orders by Company after the Closing. Without limiting any representations and warranties contained in Article 3, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, any Company Subsidiary, the Company’s business or the transactions set forth herein. Each of the Buyer and the Parent acknowledges that, except as expressly set forth in this Agreement, the Buyer acknowledges that neither Company Disclosure Letter and the nor Seller Disclosure Letter, neither the Company, the Seller, the Trustee, nor any of their Company's Representatives makes or will shall be deemed to have made hereunder, and neither the Buyer nor the Parent has or will be deemed to have relied on: (a) any representations or warranties, express or implied, regarding the Seller, the Company or any Company Subsidiary, (b) any representations or warranties, express or implied, at Law law or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company or any Company Subsidiary, or (c) hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts or Government Bids of the Company or any Company Subsidiary that may be promulgated or become effective after the Closing, or concerning the continuation after the Closing of any of the Government Contracts, Government Bids and/or task orders of the Company or any Company Subsidiary. Each of the Buyer and the Parent acknowledges that there are uncertainties inherent in attempting to make any such projections, budgets, or forecasts or in the accuracy of such other forward-looking financial information and actual results of operations may differ materially from any such -26- projections, budgets, budgets or forecasts or as contained in such other forward-looking financial information. Each of the Buyer and the Parent acknowledges that the Purchase Price has been negotiated based upon the Buyer’s express agreement that should the Closing occur, the Buyer will acquire the Company and its businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Article IV and Article V. Further, without limiting any representation, warranty or covenant of the Seller or the Company expressly set forth in Articles IV and V, each of the Buyer and the Parent acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Company and the transactions set forth herein, including with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance matters.

Buyer’s Acknowledgment. Each of the (a) Buyer acknowledges and the Parent acknowledges that it has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and the Company Subsidiaries, and in making its determination to proceed with the transactions contemplated by this Agreement, each of the Buyer and the Parent has relied solely on the results of its own independent investigation and verification and agrees that: (i) other than the representations and warranties of Seller specifically contained in this Agreement or in the Company Ancillary Agreements, (A) there are no other representations or warranties of Seller either expressed or implied with respect to Seller, the Business, the Assets, RSI, or the Contemplated Transactions and Buyer takes the Company Subsidiaries expressly set forth Assets "as-is" and "where-is" and (B) SELLER EXPRESSLY DISCLAIMS ANY IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION, MERCHANTABILITY OR SUITABILITY OF ANY OF THE ASSETS, OR OF THE BUSINESS; and (ii) it shall have a right to indemnification solely as provided in Article IV as qualified 11 hereof and shall have no claim or right to indemnification with respect to any information, documents or materials furnished by the Company Disclosure Letter and the representations and warranties either Seller or any of the Seller expressly set forth in Article V as qualified by the Seller Disclosure Letter. Each of the its officers, directors, employees, agents or advisors, or otherwise available to Buyer. (b) Buyer and the Parent further acknowledges and agrees that it will not at some or all of the services and products of the Business may require a license from either the United States Department of State or Department of Commerce in order to export such services or products to a foreign buyer and some or all of the equipment used in the Business is of such a nature that the export of such equipment may require a license from either the United States Department of State or Department of Commerce. (c) Buyer acknowledges and agrees that any time assert any claim against cost estimates, projections or other predictions contained or referred to in the Seller, Disclosure Schedules or in the Company, the Trustee information provided to Buyer or any of their respective present its employees, agents or representatives were prepared for internal planning purposes only and former Affiliates are not and shall not be deemed to be representations or Representatives warranties of Seller or attempt to hold any Related Person of such Persons liable, for any inaccuracies, misstatements or omissions with respect to the information furnished by such Persons concerning the Seller, the Company, any Company Subsidiary, the Company’s business or the transactions set forth herein. Each of the . (d) Buyer acknowledges and the Parent acknowledges agrees that, except as expressly : (i) other than those set forth in this AgreementSection 3.18, the Company Disclosure Letter and the Seller Disclosure Letter, neither the Company, the Seller, the Trustee, nor any of their Representatives makes or will be deemed to have made hereunder, and neither the Buyer nor the Parent has or will be deemed to have relied on: (a) any no representations or warranties, express or implied, regarding the Seller, the Company or information and findings of any Company Subsidiary, environmental reports provided to Buyer; (bii) any representations or warranties, express or implied, at Law such reports were not prepared for Buyer or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results anticipation of the Company or any Company Subsidiary, or Contemplated Transactions; and (ciii) hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts or Government Bids of the Company or any Company Subsidiary that may be promulgated or become effective after the Closing, or concerning the continuation after the Closing of any of the Government Contracts, Government Bids and/or task orders of the Company or any Company Subsidiary. Each of the Buyer and the Parent acknowledges that there are uncertainties inherent in attempting to make any all such projections, budgets, forecasts or other forward-looking financial information environmental reports were prepared solely for Seller's use and actual results of operations may differ materially from any such projections, budgets, forecasts or other forward-looking financial information. Each of the Buyer and the Parent acknowledges that the Purchase Price has been negotiated based upon the Buyer’s express agreement that should the Closing occur, the Buyer will acquire the Company and its businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Article IV and Article V. Further, without limiting any representation, warranty or covenant of the Seller or the Company expressly set forth in Articles IV and V, each of the Buyer and the Parent acknowledges that it has waived and hereby waives as a condition to Closing any further due diligence reviews, inspections or examinations with respect to the Company and the transactions set forth herein, including with respect to engineering, environmental, title, survey, financial, operational, regulatory and legal compliance mattersbenefit.