Common use of Certain Understandings Clause in Contracts

Certain Understandings. Each of the parties is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, it has performed a comprehensive due diligence investigation of the business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(a) hereof Buyer will have access to the properties, books and records of the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Schedules hereto) and other documents delivered at the Closing, (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement or in documents delivered at the Closing, and (iii) the parties' respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. Subject to the last sentence of Section 7.6, none of Seller, the Company, nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any information not contained in this Agreement (including, without limitation, any offering memorandum, brochure or other publication provided to Buyer, and any other document or information provided to Buyer in connection with the sale of the Securities). Notwithstanding anything contained herein to the contrary, neither the Company nor Seller makes any representation, warranty or covenant of any kind with respect to any projections, estimates or budgets heretofore delivered to or made available to Buyer, except as set forth in Sections 4.1(a), 4.1(c), 4.1(j), 4.1(l) and 4.1(p) of this Agreement, of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company.

Certain Understandings. (a) In connection with its investigation of the Acquired Companies and all matters relating to the Contemplated Transactions, Buyer has relied upon the advice and opinions of its own agents, representatives, experts, consultants, employees and officers. Each of the parties hereto is sophisticated and was advised by experienced legal counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, it has performed a comprehensive due diligence investigation of the business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(a) hereof Buyer will have access to the properties, books and records of the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Schedules hereto) and other documents delivered at the Closing, (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives other than those expressly set forth in this Agreement or in documents delivered at the Closing, and (iii) the parties' respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. Subject to the last sentence of Section 7.6, none of Seller, the Company, nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any information not contained in this Agreement (including, without limitation, any offering memorandum, brochure or other publication provided to Buyer, and any other document or information provided to Buyer in connection with the sale of the Securities). Notwithstanding anything contained herein to the contrary, neither the Company Company, nor Seller Axxxxx Holdings, nor the Holding Company, nor any Member makes any representation, warranty or covenant of any kind with respect to any projections, estimates or budgets heretofore delivered to or made available to Buyer, except as set forth in Sections 4.1(a), 4.1(c), 4.1(j), 4.1(l) and 4.1(p) of this Agreement, Buyer of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the Company. (b) Each of the parties hereto hereby acknowledges that (i) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates other than those expressly set forth in this Agreement (including the Schedules hereto), (ii) no party has relied in respect of this Agreement or the Contemplated Transactions upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement, the other documents referenced in this Agreement, the Schedules to this Agreement, and the other documents referenced in the Schedules to this Agreement, and (iii) the parties’ respective rights and obligations with respect to this Agreement and the Contemplated Transactions will be solely as set forth in this Agreement and the other agreements delivered in connection with the Closing. (c) As of the date of this Agreement, neither Buyer nor Merger Sub is consciously aware of any specific facts or circumstances which would result in a material breach of any representation or warranty of the Acquired Companies or the Members herein. No right to indemnification, payment of Damages, or other remedy hereunder shall exist with respect to a material breach of any representation or warranty of which Buyer or Merger Sub is consciously aware as of the date of this Agreement. (d) As of Closing, neither Buyer nor Merger Sub shall be consciously aware of any specific facts or circumstances which would result in a Walk-Away Breach (as defined below) of any representation or warranty of the Acquired Companies or the Members herein. Whether or not Closing occurs, no right to indemnification, payment of Damages, or other remedy hereunder shall exist with respect to a Walk-Away Breach of any representation or warranty of which Buyer or Merger Sub is consciously aware as of Closing; and the sole right and remedy of Buyer and its Affiliates if Buyer or Merger Sub is consciously aware of a Walk-Away Breach shall be to terminate this Agreement pursuant to Section 7.3(a)(iii) to the extent applicable. (e) For purposes of Sections 6.1(d) “Walk-Away Breach” means one or more material breaches of the representations and/or warranties in this Agreement that, individually or in the aggregate, the non-breaching party reasonably estimates as of Closing will give rise to a claim for indemnification under Section 7.4 in excess of Two Million Five Hundred Thousand Dollars ($2,500,000).

Certain Understandings. (a) No Other Representations or Warranties; Disclaimer Regarding Estimates and Projections. (i) Each of the parties hereto is sophisticated and was advised by experienced counsel and, to the extent it deemed necessarynecessary by such party, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, that it has performed a comprehensive due diligence investigation of the business Business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein Business. (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(aii) hereof Buyer will have access Notwithstanding anything in this Agreement to the propertiescontrary, books and records of except for the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) no party has relied or will rely representations and warranties contained in respect Article III of this Agreement and in the other Transaction Documents to which Seller is a party, neither Seller, nor any of its agents, Affiliates, Representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Buyer or any other Person regarding the Conveyed Assets or the transactions contemplated hereby upon any document Business, express or implied, written or oral oral, at law or in equity, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information previously regarding Seller, the Business, the Conveyed Assets, the Excluded Assets, the Assumed Liabilities, or the Excluded Liabilities furnished or made available to Buyer or discovered any of its Representatives (including any information, documents, or material made available to Buyer or any of its Representatives in any virtual data room maintained by it or on behalf of Seller, management presentations, or in any other form in expectation of the Transactions) or as to the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Business or the future business, operations, or affairs of the Business, or any representation or warranty arising from any law and Seller hereby disclaims any such representation or warranty whether by Seller, its representativesAffiliates or any of their respective officers, directors, employees, agents or Representatives or any other than Person, with respect to the Business or the execution and delivery of any of the Transaction Documents or the Transactions. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Agreement (including the Schedules Seller Disclosure Letter and the Exhibits hereto) and the other documents delivered Transaction Documents, Buyer is purchasing the Conveyed Assets “AS IS, WHERE IS AND WITH ALL FAULTS AND NONCOMPLIANCE WITH LAWS” WITH NO WARRANTIES, INCLUDING, WITHOUT 00000000.00.XXXXXXXX 33. LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Seller makes no representation or warranty regarding any assets other than the Conveyed Assets and any Liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity. Notwithstanding anything in this Agreement to the Closingcontrary, nothing in this Agreement shall restrict or limit in any respect any claims for Fraud. (iiiii) there are no representations None of Seller or warranties by its Affiliates or any other Person acting on behalf of any party hereto of them will have or be subject to any Liability to Buyer, or any other Person resulting from the distribution to Buyer, for Buyer’s use, of its respective Affiliates or representatives other than those expressly set forth in this Agreement or in documents delivered at the Closingany information, and any information, document or material made available to Buyer, whether or not included in certain “data rooms,” (iiiwhether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business, Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Business, projected expenses for functions deemed essential for the stand-alone operation of the Business and certain business plan information. Buyer acknowledges and agrees that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Seller makes no representation or warranty with respect to such estimates, projections and other forecasts and plans, including the reasonableness of the assumption underlying such estimates, projections and forecasts. (iv) Each of the parties hereto hereby acknowledges that the parties' ’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. Subject to Agreement and the last sentence of Section 7.6, none of Seller, the Company, nor any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer, or Buyer's use of, any information not contained in this Agreement (including, without limitation, any offering memorandum, brochure or other publication provided to Buyer, and any other document or information provided to Buyer in connection with the sale of the Securities). Notwithstanding anything contained herein to the contrary, neither the Company nor Seller makes any representation, warranty or covenant of any kind with respect to any projections, estimates or budgets heretofore delivered to or made available to Buyer, except as set forth in Sections 4.1(a), 4.1(c), 4.1(j), 4.1(l) and 4.1(p) of this Agreement, of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company or the future business and operations of the CompanyTransaction Documents.

Certain Understandings. (a) Each of the parties is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, it has performed a comprehensive due diligence investigation of the business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(a) hereof Buyer will have access to the properties, books and records of the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) no party has relied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, other than this Agreement (including the Schedules hereto) and other documents delivered at the Closing, (ii) there are no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates affiliates or representatives other than those expressly set forth in this Agreement or in documents delivered at the ClosingAgreement, and (iiiii) the parties' respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this AgreementAgreement and the other agreements referred to herein. Subject to None of the last sentence of Section 7.6, none of SellerStockholders, the Company, nor Xxxxxxxx Ltd. or any other Person will have or be subject to any liability to Buyer CIVC, the Xxxxxxxx Investors or any other Person resulting from the distribution to Buyerthe Company, CIVC or any of the Stockholders, or Buyerthe Company's, CIVC's or any of the Stockholders' use of, any information not contained in this Agreement (including, without limitation, any offering memorandum, brochure or other publication provided to Buyerthe Company, CIVC or any of the Stockholders, and any other document or information provided to Buyer the Company, CIVC or any of the Stockholders in connection with the sale of the SecuritiesXxxxxxxx Shares and the issuance of the Class A Common). Notwithstanding anything contained herein to the contrary, neither the Company nor Seller Xxxxxxxx Ltd. makes any no representation, warranty or covenant of any kind with respect to any projections, estimates or budgets heretofore delivered to or made available to Buyer, except as set forth in Sections 4.1(a), 4.1(c), 4.1(j), 4.1(l) and 4.1(p) the Company or any of this Agreement, the Stockholders of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Xxxxxxxx Ltd. or the future business and operations of the Company.Xxxxxxxx Ltd.