Common use of Certain Understandings Clause in Contracts

Certain Understandings. (i) Purchaser has received from Seller certain projections, forecasts and information relating to the Subsidiaries. Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (b) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (c) Purchaser shall not have any claim against Seller, its affiliates or its agents with respect thereto. Accordingly, neither Seller nor any other person makes any representation or warranty with respect to such projections, forecasts and information. (ii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Subsidiaries, and neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Subsidiaries' businesses 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 as are expressly set forth herein. (iii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to (a) the physical condition or state of repair of any of the Subsidiaries' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has World Heart and Newco have received from Seller Xxxxxxx certain projections, forecasts and other forward-looking information relating to the SubsidiariesNovacor LLC. Purchaser Each of World Heart and Newco acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser each of World Heart and Newco is familiar with such uncertainties and is are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections, forecasts and other forward- looking information so furnished to it them and (ciii) Purchaser neither World Heart nor Newco shall not have any claim against Seller, its affiliates Xxxxxxx or its agents with respect thereto. Accordingly, neither Seller nor without derogation of any other person of the representations and warranties of Xxxxxxx set forth herein, Xxxxxxx makes any no representation or warranty with respect to such projections, forecasts and other forward-looking information. (iib) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Xxxxxxx, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Novacor LLC, the SubsidiariesTransferred Business or the Transferred Assets, and neither Seller Xxxxxxx nor any other person will be subject to any liability to Purchaser World Heart or Newco or any other person resulting from the distribution to PurchaserWorld Heart or Newco, or the use of, any such information. Purchaser Each of World Heart and Newco acknowledges that, should the Closing occur, Purchaser Newco will acquire the Subsidiaries' businesses Transferred Business 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 as are expressly set forth hereinherein and subject to the indemnification obligations set forth in Article VII of this Agreement. (iiic) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Xxxxxxx, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the Subsidiaries' real propertyproperty included in the Transferred Assets, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, projections and forecasts and information relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, projections and forecasts and information so furnished to it them and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents with respect thereto. AccordinglyAccord ingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts projections and informationforecasts. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Prandium, Seller, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesAcquired Companies, and and, except as set forth herein, neither Prandium, Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are expressly set forth hereinherein or in any certificate delivered pursuant hereto. (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Prandium, Seller, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof. (d) Purchaser acknowledges that the restaurants listed on Schedule 4.14(d) shall be the responsibility of Purchaser after Closing (it being understood that Seller and Prandium shall remain liable with respect to any breach of the representations and warranties made by Prandium and Seller herein or pursuant hereto insofar as such breaches relate to the restaurants listed on Schedule 4.14(d) for periods prior to the Closing in accordance with the indemnification provisions set forth in Article VI).

Certain Understandings. (ia) Purchaser Each of Parent and Merger Sub acknowledges that it has received from Seller the Company certain projections, forecasts and information relating to the SubsidiariesCompany. Purchaser Each of Parent and Merger Sub acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (bii) Purchaser each of Parent and Merger Sub is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (ciii) Purchaser neither Parent nor Merger Sub or any of their Affiliates shall not have any claim against Sellerthe Company, its affiliates the Stockholders or its any of their respective directors, officers, Affiliates, agents or representatives with respect thereto. Accordingly, neither Seller nor any other person without limiting the generality of SECTION 3.1(U), the Company makes any no representation or warranty with respect to such projections, forecasts and or information. (iib) Purchaser Parent acknowledges that, except as expressly set forth herein, without limiting the generality of SECTION 3.1(U), neither Seller the Company nor any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesCompany, and neither Seller the Company nor any other person Person will be subject to any liability to Purchaser Parent, Merger Sub or any other person Person resulting from the distribution to PurchaserParent or Merger Sub, or the use of, any such information. Purchaser Each of Parent and Merger Sub acknowledges that, should the Closing occur, Purchaser each of Parent and Merger Sub will acquire the Subsidiaries' businesses Company and its business, 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 as are expressly set forth herein. (iii) Purchaser acknowledges thatin this Agreement. Further, except as without limiting any representation, warranty or covenant of the Company expressly set forth herein, neither Seller nor each of Parent and Merger Sub acknowledges that it has waived and hereby waives as a condition to Closing any other person has made any representation further due diligence reviews, inspections or warrantyexaminations with respect to the Company, express or impliedincluding, as without limitation, with respect to (a) the physical condition or state of repair of any of the Subsidiaries' real propertyengineering, the improvements constituting a part thereof or the equipment environmental, title, survey, financial, operational, regulatory and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereoflegal compliance matters.

Certain Understandings. (ia) Purchaser has World Heart and Newco have received from Seller Edwards certain projections, forecasts xxxxxxxts and other forward-looking information relating to the SubsidiariesNovacor LLC. Purchaser Each of World Heart and Newco acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser each of World Heart and Newco is familiar with such uncertainties and is are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections, forecasts and other forward-looking information so furnished to it them and (ciii) Purchaser neither World Heart nor Newco shall not have any claim against Seller, its affiliates Edwards or its agents with respect theretorespxxx xxxreto. Accordingly, neither Seller nor without derogation of any other person makes any of the representations and warranties of Edwards set forth herein, Edwaxxx xxxes no representation or warranty xx xxxranty with respect to such projections, forecasts and other forward-looking information. (iib) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Edwards, nor any other person has made person, xxx xxxe any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Novacor LLC, the SubsidiariesTransferred Business or the Transferred Assets, and neither Seller Edwards nor any other person will be wxxx xx subject to any liability to Purchaser World Heart or Newco or any other person resulting from the distribution to PurchaserWorld Heart or Newco, or the use of, any such information. Purchaser Each of World Heart and Newco acknowledges that, should the Closing occur, Purchaser Newco will acquire the Subsidiaries' businesses Transferred Business 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 as are expressly set forth hereinherein and subject to the indemnification obligations set forth in Article VII of this Agreement. (iiic) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Edwards, nor any other person has made person, xxx xxxe any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the Subsidiaries' real propertyproperty included in the Transferred Assets, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, forecasts and projected financial information ("Projections") relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationProjections, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information Projections so furnished to it and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents any other Person with respect thereto. Accordingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts Projections except that the assumptions underlying such Projections were made in good faith and informationbelieved to be reasonable by Seller. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information Projections regarding the SubsidiariesAcquired Companies, and neither Seller nor any other person Person will be subject to any liability to Purchaser or any other person Person resulting from the distribution to Purchaser, or the use of, any such informationProjections except to the extent such Projections were not made in good faith or were not believed to be reasonable by Seller. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are expressly set forth hereinin this Agreement and in the certificate referenced in Section 6.1(c). (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person Person has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, forecasts and projected financial information ("Projections") relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationProjections, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information Projections so furnished to it and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents with respect thereto. Accordingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts and informationProjections. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information Projections regarding the SubsidiariesAcquired Companies, and other than as expressly set forth herein, neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such informationProjections. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are of Seller expressly set forth hereinin this Agreement, in the Escrow Agreement and in the certificate referenced in Section 6.1(c). (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser Each of Parent and Merger Sub acknowledges that it has received from Seller the Company certain projections, forecasts and information relating to the SubsidiariesCompany. Purchaser Each of Parent and Merger Sub acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (bii) Purchaser each of Parent and Merger Sub is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (ciii) Purchaser neither Parent nor Merger Sub or any of their Affiliates shall not have any claim against Sellerthe Company, its affiliates the Stockholders or its any of their respective directors, officers, Affiliates, agents or representatives with respect thereto. Accordingly, neither Seller nor any other person without limiting the generality of Section 3.1(u), the Company makes any no representation or warranty with respect to such projections, forecasts and or information. (iib) Purchaser Parent acknowledges that, except as expressly set forth herein, without limiting the generality of Section 3.1(u), neither Seller the Company nor any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesCompany, and neither Seller the Company nor any other person Person will be subject to any liability to Purchaser Parent, Merger Sub or any other person Person resulting from the distribution to PurchaserParent or Merger Sub, or the use of, any such information. Purchaser Each of Parent and Merger Sub acknowledges that, should the Closing occur, Purchaser each of Parent and Merger Sub will acquire the Subsidiaries' businesses Company and its business, 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 as are expressly set forth herein. (iii) Purchaser acknowledges thatin this Agreement. Further, except as without limiting any representation, warranty or covenant of the Company expressly set forth herein, neither Seller nor each of Parent and Merger Sub acknowledges that it has waived and hereby waives as a condition to Closing any other person has made any representation further due diligence reviews, inspections or warrantyexaminations with respect to the Company, express or impliedincluding, as without limitation, with respect to (a) the physical condition or state of repair of any of the Subsidiaries' real propertyengineering, the improvements constituting a part thereof or the equipment environmental, title, survey, financial, operational, regulatory and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereoflegal compliance matters.