Common use of Investigation; No Other Representations or Warranties Clause in Contracts

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation of the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections. (b) The Purchaser acknowledges and agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and expressly set forth in Section III of this Agreement (as such representations and warranties are modified pursuant to the provisions of Section 10.01(b) hereof), none of the Sellers or any Affiliate or representative of the Sellers has made and shall not be construed as having made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees that none of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections or, except to the extent and as expressly covered by a representation and warranty of the Sellers contained in Section III hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof (including without limitation, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers or any of their Affiliates or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware of any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth in this Agreement or in the Sellers’ Disclosure Schedule.

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s 's investigation of the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their its representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “"Projections”"). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections. (b) The Purchaser acknowledges and agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and expressly set forth in Section Article III of this Agreement (as such representations and warranties are modified pursuant to the provisions of Section 10.01(b) hereof)Agreement, none of the Sellers or any Affiliate or representative of the Sellers has made and shall not be construed as having made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Sellers in Section Article III hereof, the Purchaser agrees that none of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections Projections or with respect to any of the agreements listed on Section 5.02 of the Disclosure Schedule (the "Non-compete Agreements") or, except to the extent and as expressly covered by a representation and warranty of the Sellers contained in Section Article III hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof (including without limitation, the Confidential Information Memorandum dated September 2006March 2, 2000), and that the Purchaser will not assert any claim against the Sellers or any of their Affiliates or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. . (c) The Purchaser is not aware of any material inaccuracy or omission in any parties hereto agree to the matters set forth on Section 5.02(c) of the Sellers’ representations or warranties set forth in this Agreement or in the Sellers’ Disclosure Schedule.

Investigation; No Other Representations or Warranties. (a) The Purchaser Each of the parties acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, thereon has formed an independent judgment concerning, the Transferred AssetsParent, the Assumed LiabilitiesCompany and their respective Subsidiaries, and, in each case, their businesses and operations, and each such Person has requested such documents and information from each of the Newspapers other applicable Persons as each such Person considers material in determining whether to enter into this Agreement and to consummate the Business transactions contemplated in this Agreement. Each such Person acknowledges and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as agrees that it has requestedhad an opportunity to ask all questions of such other Persons with respect to any matter such party considers material in determining whether to enter into this Agreement and to consummate the transactions contemplated in this Agreement. In connection with entering into this Agreement, each party acknowledges that it has relied solely upon the Purchaser’s investigation aforementioned investigation, review and analysis and not on any factual representations or opinions of the Transferred Assetsother party, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained except as set forth in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”Section 5.7(b). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections. (b) The Purchaser acknowledges and Each of the parties agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and Company that are expressly set forth in Section III 3.1 of this Agreement (as such or any certificate delivered pursuant to this Agreement, the representations and warranties of Parent and its Subsidiaries that are modified expressly set forth in Section 3.2 of this Agreement or any certificate delivered pursuant to the provisions this Agreement, and any representations and warranties of Section 10.01(b) hereof)such Person expressly set forth in any Ancillary Agreement, none of the Sellers or any Affiliate or representative of the Sellers no party to this Agreement has made and shall not be construed as having deemed to have made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kindkind with respect to the matters contemplated by this Agreement or any materials heretofore or hereafter delivered to or made available to each of the other applicable Persons or their respective representatives or Affiliates. Without limiting the generality of the foregoing, each of Parent, Merger Sub and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser NewCo agrees that none neither the Company nor any of the Sellers its Affiliates or any Affiliate or any representative of the Sellers Representatives, makes or has made any representation or warranty to the Purchaser Parent, Merger Sub, NewCo or to any representative of their Affiliates or Affiliate thereof Representatives with respect to: (i) any projections, forecasts or other estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or any of its Subsidiaries or the future business, operations or affairs of the Company or any of its Subsidiaries heretofore or hereafter delivered to or made available to Parent or any projections of its Affiliates or Representatives; or (ii) any other information, statement or documents heretofore or hereafter delivered to or made available to Parent or any of its Affiliates or Representatives, except to the extent and as expressly covered by a representation and warranty of made by the Sellers Company and contained in Section III hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof (including without limitation, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers 3.1 of this Agreement or any of their Affiliates or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware of any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth certificate delivered pursuant to this Agreement. (c) Nothing in this Agreement (including this Section 5.7) shall relieve any party hereto of any liability for or limit any Person’s ability to seek any remedy in the Sellers’ Disclosure Scheduleevent of fraud. For purposes of this Agreement, “fraud” means intentional fraud involving a knowing and intentional misrepresentation of a fact or concealment of a fact made or concealed with the intent of inducing any other party hereto to enter into this Agreement or the Ancillary Agreements and upon which such other party has reasonably relied (and does not include any fraud claim based on constructive knowledge, negligent misrepresentation, recklessness or a similar theory).

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges Buyer and agrees that it (i) has made its Merger Sub have conducted their own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation of the Transferred Assetsbusiness, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Assumed Liabilities, the Newspapers Company and the Business, the Purchaser may Subsidiaries and acknowledge that Buyer and Merger Sub have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating been provided access to the Transferred Assetspersonnel, properties, premises and records of the Assumed Liabilities, the Newspapers Company and the Business, Subsidiaries and plan relevant personnel and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with records of Seller for such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projectionspurpose. (b) The Purchaser acknowledges and agrees that, except Except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and expressly set forth in Section III of this Agreement (as such representations Agreement, Buyer and warranties are modified pursuant to the provisions of Section 10.01(b) hereof), Merger Sub acknowledge that none of the Sellers Seller, any of its Affiliates or any Affiliate other Person makes any other express or representative of the Sellers has made and shall not be construed as having made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any implied representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees that none of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections orthe Membership Interests, except to the extent and as expressly covered by a representation and warranty of Company or the Sellers contained in Section III hereofSubsidiaries, the Business or otherwise or with respect to any other statementsinformation provided to Buyer, documents Merger Sub or their respective Affiliates, agents or representatives, whether on behalf of Seller or such other Persons, including as to (1) the operation of the Business by the Surviving Corporation after the Closing in any manner other than operated by the Company, Seller or Seller’s Affiliates or (2) the probable success or profitability of the ownership or operation of the Surviving Corporation or the Business by Buyer after the Closing, including the profitability of the Material Contracts, either individually or in the aggregate. FOR THE AVOIDANCE OF DOUBT, BUYER AND MERGER SUB ACKNOWLEDGE THAT, OTHER THAN AS SET FORTH HEREIN, NONE OF SELLER, THE COMPANY, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF THE MEMBERSHIP INTERESTS, THE COMPANY OR THE SUBSIDIARIES, OR ANY OF THEIR ASSETS. In the absence of fraud on the part of Seller and subject to the initial sentence of this paragraph, neither Seller nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or any other Person resulting from the distribution to Buyer, Merger Sub or Buyer’s, Merger Sub’s or their respective Affiliates’, agents’, representatives’ or other information heretofore Persons’ use of, any information, including the Confidential Information Summary dated September 2003 and the Management Presentation dated December 2003 (collectively, the “Informational Materials”), related to the Business and any information, document or hereafter delivered to material furnished or made available to Buyer or Merger Sub in the Purchaser “data room” located in Irving, Texas, in management presentations, during site visits or to any representative or Affiliate thereof (including without limitation, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers or any of their Affiliates or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware of any material inaccuracy or omission in any other form in anticipation of the Sellers’ representations or warranties set forth in this Agreement or in connection with the Sellers’ Disclosure Scheduletransactions contemplated by this Agreement.

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges Liberty Parties acknowledge and agrees agree that it they (i) has made its have conducted their own independent inquiry and investigation intointo (including with respect to information, andpersonnel, books and records, facilities, equipment, contracts and other assets they have required to review), and based thereon, has thereon have formed an independent judgment concerningconcerning the Company, the Transferred AssetsBusinesses, the Assumed LiabilitiesTransferred Subsidiaries, the Newspapers Transactions (other than with respect to the IAC Restructuring) and the Business and any other rights or obligations to be transferred hereunder or pursuant hereto, (ii) has been furnished they and their representatives have had full opportunity to meet with or has been given adequate access the management of the IAC Parties and to such information about discuss the business and assets of the IAC Parties with respect to the Company, the Transferred AssetsBusinesses, the Assumed LiabilitiesTransferred Subsidiaries, the Newspapers Transactions, and any other rights and obligations to be transferred hereunder or pursuant hereto and (iii) they and their representatives have been afforded the opportunity to ask questions of and receive answers from officers and other personnel of the IAC Parties. Without limiting any representation, warranty, covenant and agreement expressly made by the IAC Parties in this Agreement, the Tax Matters Agreement, the Ancillary Agreements, the IAC Certificate and any schedule or exhibit thereto, the Liberty Parties further acknowledge and agree that the only representations, warranties, covenants, and agreements made by the IAC Parties with respect to the Transactions are the representations, warranties, covenants, and agreements expressly made in this Agreement, the Tax Matters Agreement, the Ancillary Agreements, the IAC Certificate and any schedule or exhibit thereto (if any) and the Business Liberty Parties have not relied and are not entitled to rely, upon any other representations or other information made or supplied by or on behalf of any IAC Party or by any Affiliate (other than those representations set forth in the Liberty/Xxxxxx Agreement) or representative of an IAC Party, including presentations, projections or forecasts, and any other diligence materials delivered to the Liberty Parties, as it has requested. In subsequently updated, supplemented or amended, or any other information, documents or material made available to the Liberty Parties or representatives thereof (whether in the due diligence materials provided to the Liberty Parties or otherwise), including in any “data room,” other management presentations (formal or informal), statements made by the IAC Parties or representatives, Subsidiaries or Affiliates thereof, or in any other form in connection with the Purchaser’s investigation of Transactions, this Agreement or the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) Ancillary Agreements (collectively, the “ProjectionsCompany Information”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation none of the adequacy and accuracy Liberty Parties shall have any right arising out of any Projectionssuch representation or Company Information. (b) The Purchaser acknowledges Without limiting any representation, warranty, covenant and agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) agreement expressly made by the Sellers Liberty Parties in this Agreement, the Tax Matters Agreement, the Ancillary Agreements, the Liberty Certificate and expressly set forth in Section III of this Agreement (as such representations any schedule or exhibit thereto, the IAC Parties acknowledge and warranties are modified pursuant agree that the only representations, warranties, covenants, and agreements made by the Liberty Parties with respect to the provisions Transactions are the representations, warranties, covenants, and agreements expressly made in this Agreement, the Tax Matters Agreement, the Ancillary Agreements, the Liberty Certificate and any schedule or exhibit thereto (if any) and the IAC Parties have not relied and are not entitled to rely, upon any other representations or other information made or supplied by or on behalf of Section 10.01(b) hereof), none of the Sellers any Liberty Party or by any Affiliate or representative of the Sellers has a Liberty Party, including any information, documents or material made and shall not be construed as having made available to the Purchaser IAC Parties or to any representative or Affiliate representatives thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty including statements made by the Sellers Liberty Parties or representatives, Subsidiaries or Affiliates thereof, or in Section III hereofany other form in connection with the Transactions, this Agreement or the Ancillary Agreements (collectively, the Purchaser agrees “Liberty Information”), and that none of the Sellers or IAC Parties shall have any Affiliate or right arising out of any representative of the Sellers makes or has made any such representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections or, except to the extent and as expressly covered by a representation and warranty of the Sellers contained in Section III hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof (including without limitation, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers or any of their Affiliates or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware of any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth in this Agreement or in the Sellers’ Disclosure ScheduleLiberty Information.

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made Xxxxx, on its own inquiry behalf and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation on behalf of the Transferred Assetsother Buyer Related Parties, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections. (b) The Purchaser acknowledges and agrees that, in connection with the decision to enter into this Agreement and consummate the transactions contemplated hereby, each such Person has inspected and conducted an independent review, investigation and analysis (financial, tax, legal, operational and otherwise) of the Acquired Companies and their respective businesses as desired by such Person. Buyer, on its own behalf and on behalf of the other Buyer Related Parties, further acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except for the specific representations and warranties (including the Disclosure Schedule with respect thereto) expressly made by the Sellers and expressly set forth Seller in Section Article III of this Agreement (as such representations and warranties are qualified or modified pursuant to the provisions of Section 10.01(b) hereofby Seller Disclosure Schedules), none of the Sellers Seller Related Parties or any Affiliate other Person has made, is making or representative of the Sellers has made and shall not be construed as having made to the Purchaser will make, or to will have any representative or Affiliate thereofLiability with respect to, and neither the Purchaser nor Buyer Related Parties have not relied, are not relying and will not rely on, and will not have any Affiliate nor any representative thereof has relied uponremedy, recourse or entitlement whatsoever with respect to, any representation or warranty warranty, express or implied, at law or in equity, including with respect to (a) Seller or any Acquired Company, (b) the Securities or any other Equity Securities of the Acquired Companies, (c) the structure, acquisitions, dispositions, businesses, assets, liabilities, operations, prospects, condition (financial or otherwise), Employees, service providers, customers or suppliers of the Acquired Companies, (d) the transactions contemplated hereby, (e) the accuracy or completeness of any kindinformation regarding any of the foregoing, including any information contained in any confidential information memorandum, management presentation, quality of earnings report, market study or other due diligence report or memorandum, any projections or budgets or any other information, document or material made available to any Buyer Related Party in any “data room” or online “data site,” during any management presentation or in any other form or manner or (f) any other matter whatsoever. Without limiting the generality of the foregoing, Buyer, on its own behalf and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees that none on behalf of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof other Buyer Related Parties, further acknowledges and agrees that, (i) with respect to any projections orestimate, except projection, forecast or other forward looking statement delivered or made available to any Buyer Related Party, (A) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and forward looking statements, (B) the extent and as expressly covered by a representation and warranty of the Sellers contained in Section III hereofBuyer Related Parties are aware that actual results may differ materially, (C) no Person shall have any claim against any Seller Related Party or any other Person with respect to any other statementssuch estimate, documents projection, forecast or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof forward looking statement and (including without limitation, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers ii) none of Seller Related Parties or any of their Affiliates other Person has made, is making or any of their respective directors, officers, employees, agents, stockholderswill make, or representatives, or hold the Sellers or will have any such Persons liable Liability with respect thereto. The Purchaser is not aware of to, any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth in this Agreement regarding the probable success or in profitability of the Sellers’ Disclosure ScheduleAcquired Companies or their respective businesses.

Investigation; No Other Representations or Warranties. (ai) The Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred AssetsBusiness, the Acquired Assets and the Assumed Liabilities, the Newspapers and the Business and (ii) Purchaser has been furnished with or has been given adequate full access to such information about the Transferred AssetsBusiness, the Assumed Liabilities, the Newspapers Acquired Assets and the Business Assumed Liabilities as it has reasonably requested. . (ii) In connection with the Purchaser’s investigation of the Transferred AssetsBusiness, the Acquired Assets and the Assumed Liabilities, the Newspapers Purchaser and the Business, the Purchaser may its representatives have received and may hereafter receive from the Sellers or their representatives estimates, certain projections and other forecasts relating to for the Transferred AssetsBusiness and certain estimates, the Assumed Liabilities, the Newspapers and the Business, and plan plans and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”)information. The Purchaser acknowledges and agrees that (A) there are uncertainties inherent in attempting to make Projectionssuch projections, that forecasts, estimates, plans and budgets, (B) the Purchaser is familiar with such uncertainties, and that (C) the Purchaser is taking full responsibility for making its own evaluation evaluations of the adequacy and accuracy of all estimates, projections, forecasts, plans and budgets so furnished to it or its representatives and (D) the Purchaser will not (and will cause each of its Subsidiaries, other Affiliates and all other Persons acting on their behalf to not) assert any Projectionsclaim or cause of action against the Sellers, their Subsidiaries or any of their direct or indirect directors, officers, employees, agents, stockholders, Affiliates, consultants, counsel, accountants, investment bankers or representatives with respect thereto, or hold any such other Person liable with respect thereto. (biii) The Purchaser acknowledges and agrees that, except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and that are expressly set forth in Section III Article V of this Agreement (as such representations and warranties are modified pursuant to the provisions of Section 10.01(b) hereof)Agreement, none of neither the Sellers nor any of their respective Affiliates or any Affiliate or representative of the Sellers has representatives have made and shall not be construed as having deemed to have made to the Purchaser or to any representative of its representatives or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, Affiliates any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any otherwise express representation representations and warranty warranties made by the Sellers in Section III hereofArticle V, the Purchaser agrees that none of neither the Sellers or nor any Affiliate or any representative of the Sellers their Affiliates makes or has made any representation or warranty to the Purchaser or to any representative of its representatives or Affiliate thereof Affiliates with respect to, nor is the Purchaser relying upon: (A) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Business or the future operations or affairs of the Business heretofore or hereafter delivered to or made available to the Purchaser or its counsel, accountants, advisors, lenders, representatives or Affiliates; or (B) any other information, statements or documents heretofore or hereafter delivered to or made available to the Purchaser or its counsel, accountants, consultants, advisors, lenders, representatives or Affiliates with respect to any projections orthe Business or the operations or affairs of the Business, except to the extent and as expressly covered by a representation and warranty of made by the Sellers and contained in Section III hereofArticle V. (iv) The Sellers acknowledge and agree that, with respect to any other statements, documents or other information heretofore or hereafter delivered to or except for the representations and warranties made available to by the Purchaser or to any representative or Affiliate thereof (including without limitationexpressly contained in Article VI, the Confidential Information Memorandum dated September 2006), and that neither the Purchaser will nor any of its Affiliates or their respective representatives have made or shall not assert any claim against be construed as having made to the Sellers or any of their Affiliates representative thereof any representation or any of their respective directors, officers, employees, agents, stockholders, or representatives, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware warranty of any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth in this Agreement or in the Sellers’ Disclosure Schedulekind.

Investigation; No Other Representations or Warranties. (a) The Purchaser acknowledges and agrees that it (i) has made Parent, on its own inquiry behalf and investigation into, and, based thereon, has formed an independent judgment concerning, the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business and (ii) has been furnished with or has been given adequate access to such information about the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business as it has requested. In connection with the Purchaser’s investigation on behalf of the Transferred Assetsother Parent Related Parties, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers or their representatives estimates, projections and other forecasts relating to the Transferred Assets, the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projections. (b) The Purchaser acknowledges and agrees that, in connection with the decision to enter into this Agreement and consummate the Contemplated Transactions, Xxxxxx has conducted an independent review, investigation and analysis (financial, tax, legal, operational and otherwise) of the Acquired Companies and their respective businesses. Parent, on its own behalf and on behalf of the other Parent Related Parties, further acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except for the representations and warranties (including the Disclosure Schedule with respect thereto) expressly made by the Sellers in Article II and expressly set forth the Company in Section Article III of this Agreement (in each case, as such representations and warranties are qualified or modified pursuant to by the provisions of Section 10.01(b) hereofSchedules), none of the Sellers Seller Related Parties or any Affiliate other Person has made, is making or representative of the Sellers has made and shall not be construed as having made to the Purchaser will make, or to will have any representative or Affiliate thereofliability with respect to, and neither the Purchaser nor Parent Related Parties have not relied, are not relying and will not rely on, and will not have any Affiliate nor any representative thereof has relied uponremedy, recourse or entitlement whatsoever with respect to, any representation or warranty warranty, express or implied, at law or in equity, including with respect to (a) any Seller or any Acquired Company, (b) the Company Units or any other Equity Securities of the Acquired Companies, (c) the structure, acquisitions, dispositions, businesses, assets, liabilities, operations, prospects, condition (financial or otherwise), Employees, service providers, customers or suppliers of the Acquired Companies, (d) the Contemplated Transactions, (e) the accuracy or completeness of any kindinformation regarding any of the foregoing, including any information contained in any confidential information memorandum, management presentation, quality of earnings report, market study or other due diligence report or memorandum, any projections or budgets or any other information, document or material made available to any Parent Related Party in any “data room” or online “data site,” during any management presentation or in any other form or manner or (f) any other matter whatsoever. Without limiting the generality of the foregoing, Parent, on its own behalf and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees that none on behalf of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof other Parent Related Parties, further acknowledges and agrees that, (i) with respect to any projections orestimate, except projection, forecast or other forward looking statement delivered or made available to any Parent Related Party, (A) there are uncertainties inherent in attempting to make such estimates, projections, forecasts and forward looking statements, (B) the extent and as expressly covered by a representation and warranty of the Sellers contained in Section III hereofParent Related Parties are aware that actual results may differ materially, (C) no Person shall have any claim against any Seller Related Party or any other Person with respect to any such estimate, projection, forecast or forward looking statement and (ii) none of the Seller Related Parties or any other statementsPerson has made, documents is making or will make, or will have any liability with respect to, any representations or warranties regarding the probable success or profitability of the Acquired Companies or their respective businesses. (b) Each Seller and the Company, on their own behalf and on behalf of their respective Affiliates, acknowledges and agrees that, in connection with its decision to enter into this Agreement and consummate the Contemplated Transactions, such Seller and the Company have conducted an independent review, investigation and analysis (financial, tax, legal, operational and otherwise) of Parent and its business. Each Seller and the Company, on their own behalf and on behalf of their respective Affiliates, further acknowledges and agrees that, notwithstanding anything to the contrary contained herein, except for the representations and warranties expressly made by Parent in Article IV (in each case, as qualified or modified by the Parent Schedules or the Parent SEC Documents), neither Parent nor any other Person has made, is making or will make, or will have any liability with respect to, and no Seller or the Company has relied, is relying or will rely on, and will not have any remedy, recourse or entitlement whatsoever with respect to, any representation or warranty, express or implied, at law or in equity, including with respect to (a) Parent, (b) the Equity Securities of Parent, (c) the structure, acquisitions, dispositions, businesses, assets, liabilities, operations, prospects, condition (financial or otherwise), employees, service providers, customers or suppliers of Parent, (d) the Contemplated Transactions, (e) the accuracy or completeness of any information regarding any of the foregoing, including any information contained in any confidential information memorandum, management presentation, quality of earnings report, market study or other information heretofore due diligence report or hereafter memorandum, any projections or budgets or any other information, document or material made available to any Seller or the Company in any “data room” or online “data site,” during any management presentation or in any other form or manner or (f) any other matter whatsoever. Without limiting the generality of the foregoing, each Seller and the Company, on their own behalf and on behalf of their respective Affiliates, further acknowledges and agrees that, (i) with respect to any estimate, projection, forecast or other forward looking statement delivered to or made available to any Seller or the Purchaser or Company, (A) there are uncertainties inherent in attempting to any representative or Affiliate thereof make such estimates, projections, forecasts and forward looking statements, (including without limitationB) each Seller and the Company is aware that actual results may differ materially, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert (C) no Person shall have any claim against the Sellers Parent or any of their Affiliates other Person with respect to any such estimate, projection, forecast or forward looking statement and (ii) neither Parent nor any of their respective directorsother Person has made, officers, employees, agents, stockholdersis making or will make, or representatives, or hold the Sellers or will have any such Persons liable liability with respect thereto. The Purchaser is not aware of to, any material inaccuracy or omission in any of the Sellers’ representations or warranties set forth in this Agreement regarding the probable success or in the Sellers’ Disclosure Scheduleprofitability of Parent or its business.

Investigation; No Other Representations or Warranties. (a) The Purchaser Buyer hereby acknowledges that it: (1) is an informed and agrees that it sophisticated participant in the transactions contemplated hereby and by the Ancillary Agreements; (i2) has made its own inquiry conducted a thorough review and investigation intoanalysis of the operations, andassets, based thereonliabilities, has formed an independent judgment concerningresults of operations, the Transferred Assetsfinancial condition, the Assumed Liabilitiessoftware, the Newspapers technology and prospects of the Business and the Company; (ii3) has been furnished with or has been given adequate provided access to such information about the Transferred Assetsagents, personnel, properties, premises and records of each of Seller, the Assumed Liabilities, the Newspapers Business and the Business Company that it considered sufficient for purposes of enabling it to give this acknowledgement; and (4) has, as it has requested. In connection with the Purchaser’s investigation of the Transferred Assetsdate hereof, the Assumed Liabilities, the Newspapers and the Business, the Purchaser may have received and may hereafter receive from the Sellers no knowledge of any disagreements or their representatives estimates, projections and other forecasts relating concerns with respect to the Transferred Assets, Business Audited Financial Statements based on diligence performed by Buyer and its Affiliates on the Assumed Liabilities, the Newspapers and the Business, and plan and budget information with respect thereto (including, without limitation, projections contained in the Confidential Information Memorandum, dated September 2006, prepared by Xxxxx, Van Essen & Xxxxxx) (collectively, “Projections”). The Purchaser acknowledges that there are uncertainties inherent in attempting Business to make Projections, that the Purchaser is familiar with such uncertainties, and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of any Projectionsdate. (b) The Purchaser acknowledges and agrees that, except Except for the representations and warranties (including the Disclosure Schedule with respect thereto) made by the Sellers and expressly set forth in Section Article III of this Agreement (as such representations and warranties are modified pursuant to the provisions of Section 10.01(b) hereof)Agreement, none of the Sellers or any Affiliate or representative of the Sellers has made and shall not be construed as having made to the Purchaser or to any representative or Affiliate thereof, and neither the Purchaser nor any Affiliate nor any representative thereof has relied upon, any representation or warranty of any kind. Without limiting the generality of the foregoing, and notwithstanding any express representation and warranty made by the Sellers in Section III hereof, the Purchaser agrees Buyer acknowledges that none of the Sellers or any Affiliate or any representative of the Sellers makes or has made any representation or warranty to the Purchaser or to any representative or Affiliate thereof with respect to any projections orParent, except to the extent and as expressly covered by a representation and warranty of the Sellers contained in Section III hereof, with respect to any other statements, documents or other information heretofore or hereafter delivered to or made available to the Purchaser or to any representative or Affiliate thereof (including without limitationSeller, the Confidential Information Memorandum dated September 2006), and that the Purchaser will not assert any claim against the Sellers Company or any of their Affiliates or any other Person makes any other express or implied representation or warranty with respect to the Membership Interests, the Company, the Business or otherwise or with respect to any other information provided to Buyer or its respective Affiliates, agents or Representatives, whether on behalf of their respective directorsParent, officersSeller, employeesany Affiliate of either or the Company or such other Persons, agentsincluding as to (1) the operation of the Business by Buyer or the Company after the Closing in any manner other than operated by Seller or Seller’s Affiliates or (2) the probable success or profitability of the ownership or operation of the Business by Buyer or the Company after the Closing, stockholdersincluding the profitability of the Material Contracts, either individually or in the aggregate. FOR THE AVOIDANCE OF DOUBT, BUYER HEREBY AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III OF THIS AGREEMENT, THE MEMBERSHIP INTERESTS, THE BUSINESS AND THE ASSETS AND LIABILITIES OF THE BUSINESS ARE TRANSFERRED “AS IS,” “WHERE IS” AND, SUBJECT ONLY TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III, WITH ALL FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND IN PARTICULAR, WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AS TO ANY OF THE ASSETS OF THE BUSINESS. (c) In furtherance of the foregoing, Buyer acknowledges and agrees that except for an Action based on the representations and warranties contained in Article III of this Agreement, no Action may be brought by or on behalf of Buyer or any other Person against Parent, Seller or any other Person, and neither Parent, Seller nor any other Person will have or be subject to any liability or indemnification obligation to Buyer or any other Person, based on any representations and warranties or resulting from the distribution to Buyer, or representativesBuyer’s use of, any information, including the Confidential Descriptive Memorandum dated January 2007 or any information, projections, documents or material made available to Buyer at any time in certain “data rooms,” management presentations, “break-out” discussions, responses to questions submitted by or on behalf of Buyer, whether orally or in writing, or hold the Sellers or any such Persons liable with respect thereto. The Purchaser is not aware of any material inaccuracy or omission in any other form in expectation or furtherance of the Sellers’ representations or warranties set forth in transactions contemplated by this Agreement or in the Sellers’ Disclosure ScheduleAncillary Agreements.