Common use of No Additional Representations; Disclaimer Clause in Contracts

No Additional Representations; Disclaimer. (i) Except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Representatives. Without limiting the generality of the foregoing, each of Parent and Merger Sub acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or any of their respective Representatives.

No Additional Representations; Disclaimer. (i) Except for The Buyer acknowledges and agrees that none of the representations and warranties made by Parent and Merger Sub in this Section 3.02Seller, neither Parent nor any other person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businessthe Company, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to any Representatives of any of the foregoing (ia) has made (and the Buyer and its Affiliates have not relied on) any financial projection, forecast, estimate, budget representation or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or its businesses or assets, except as expressly set forth in Article III and qualified by the Seller Disclosure Schedules or (b) will have or be subject to any liability or obligation to the Buyer resulting from the distribution to the Buyer or any of its Affiliates, or the Buyer’s or any of its Affiliates’ use of, any such information, and any information, document or material made available to Parent, Merger Sub the Buyer or its Affiliates or any of their respective RepresentativesRepresentatives in certain “data rooms” and online “data sites,” management presentations or any other form in connection with the transactions contemplated by this Agreement or otherwise. Without limiting In connection with the generality Buyer’s and its Affiliates’ investigation of the foregoingCompany, each the Buyer and its Affiliates have received from or on behalf of Parent the Company certain projections, including projected statements of operating revenues and Merger Sub income from operations of the Company and certain business plan information of the Company. The Buyer acknowledges that no representations or warranties there are made with respect uncertainties inherent in attempting to any projections, forecasts, make such estimates, budgets or prospect information projections and other forecasts and plans, that may the Buyer and its Affiliates are familiar with such uncertainties, that the Buyer and its Affiliates are taking full responsibility for making their 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), and that the Buyer and its Affiliates shall have been made available to Parentno claim against the Seller, Merger Sub or the Company, any of their respective RepresentativesAffiliates or any Representatives of any of the foregoing with respect thereto.

No Additional Representations; Disclaimer. (ia) Except for the representations and warranties made by Parent and Merger Sub as set forth in this Section 3.02Article V, neither Purchaser nor Textura Parent nor will be subject to any liability or indemnification obligation to Seller, the Unitholders or any other person makes Person resulting from (nor shall Seller or any express or implied representation or warranty Unitholder have any claim with respect to) the distribution to Seller or the Unitholders, or the use by Seller or the Unitholders of, or reliance on, any information, documents, projections, forecasts or other material made available to Seller or the Unitholders in the Data Room, management presentations, the draft of the Registration Statement of Textura Parent or its Subsidiaries or their respective businesson Form S-1 (the “Form S-1”), operationsthe valuation report prepared by Xxxxx Xxxxxxxx as of September 30, assets2012 (issued on January 3, liabilities, condition 2013) (financial or otherwisethe “GT Report”) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub material in this Section 3.02, neither Parent nor any other person makes or has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businessesexpectation of, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parentconnection with, the negotiation of this Agreement or in the course issuance of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions Textura Shares contemplated by this Agreement, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise. (iiib) Notwithstanding anything Without limitation of Section 9.9(a), in connection with the investigation by Seller and the Unitholders of Textura Parent and its Affiliates, Seller and the Unitholders have received or may receive from Textura Parent and/or its Affiliates certain estimates, projections, forward-looking statements and other forecasts and certain business plan information, including the GT Report and a draft of the Form S-1 (which, among other things, describes a certificate of incorporation, bylaws and other matters not currently in effect and which may never be in effect). Seller acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Seller and the Unitholders are familiar with such uncertainties, that Seller and the Unitholders are taking full responsibility for making their own respective evaluations 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, forecasts or plans), and further, that any such estimates, projections and other forecasts and plans contained in this Agreement the draft of the Form S-1 are subject in all respects to change prior to the contrarydate when such document is filed with, each of Parent and Merger Sub declared effective by, the Securities and Exchange Commission. Neither Seller nor the Unitholders shall have a claim against anyone with respect to the GT Report, the Form S-1 or any other estimates, projections and other forecasts and plans that have been provided to Seller or the Unitholders, and Seller acknowledges and agrees that neither the Company Textura Parent, Purchaser nor any person has made member, officer, director, employee or is making any representations or warranties whatsoever, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of their respective Representatives. Without limiting the generality agent of the foregoing, each of Parent and Merger Sub acknowledges that no representations whether in an individual, corporate or warranties are made any other capacity, make any representation, warranty, or other statement with respect to any to, and neither Seller nor the Unitholders are relying on, such estimates, projections, forecasts, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, budgets projections, forecasts or prospect information plans), and Seller and the Unitholders each agree that may they have been made available to Parent, Merger Sub or any of their respective Representativesnot relied thereon. (c) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE THE SOLE REPRESENTATIONS AND

No Additional Representations; Disclaimer. (ia) Except for The Buyer acknowledges that neither the representations and warranties made by Parent and Merger Sub in this Section 3.02Seller, neither Parent the Company nor any of its Subsidiaries, nor any other person makes Person acting on behalf of the Company or any express or implied representation or warranty with respect to Parent or of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or Affiliates has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or any of its Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or the Schedules hereto. The Buyer further agrees that, except as provided herein, neither the Seller nor any other Person shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer’s use of, any such information and any information, document or material made available to Parent, Merger Sub the Buyer or the Buyer’s Representatives in certain “data rooms,” management presentations or any of their respective Representatives. Without limiting the generality other form in expectation of the foregoingtransactions contemplated by this Agreement. (b) In connection with the Buyer’s investigation of the Company and its Subsidiaries, each the Buyer or the Buyer’s Representatives has received from or on behalf of Parent the Company certain projections, including projected statements of operating revenues and Merger Sub income from operations of the Company and its Subsidiaries for the fiscal year ending October 3, 2010 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties, that the 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), and that the Buyer shall have no claim against the Seller or any other Person with respect thereto. Accordingly, except as provided herein, neither the Company nor the Seller make any representations or warranties are made whatsoever with respect to any projections, forecasts, such estimates, budgets or prospect information projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). (c) The Buyer acknowledges that may have been made available it has conducted to Parentits satisfaction, Merger Sub or any an independent investigation and verification of their respective Representativesthe financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and the Seller expressly and specifically set forth in this Agreement, including the Seller Disclosure Schedules and the Company Disclosure Schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLER CONTAINED IN THIS AGREEMENT OR ANY CERTIFICATE DELIVERED BY THE COMPANY OR THE SELLER PURSUANT TO THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLER.

No Additional Representations; Disclaimer. (i) Except for the representations and warranties made by Parent and Merger Sub in this Section 3.02a. Buyer acknowledges that neither Sellers, neither Parent MFRI nor any of its Subsidiaries, nor any other person makes Person acting on behalf of the MFRI or any express or implied representation or warranty with respect to Parent or of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or Affiliates has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished Companies or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Disclosure Letter. Buyer further agrees that neither Sellers nor any other Person shall 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 such information, including the Confidential Information Memorandum prepared by Xxxxx Xxxxxxx Xxxx & Co. in September 2015 and any information, document or material made available to Parent, Merger Sub Buyer or the Buyer's Representatives in certain "data rooms," management presentations or any of their respective Representatives. Without limiting the generality other form in expectation of the foregoingtransactions contemplated by this Agreement. b. In connection with Buyer's investigation of either Company, each Buyer or Buyer's Representatives have received from or on behalf of Parent and Merger Sub the Companies certain projections of the Companies. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, 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), and that Buyer shall have no claim against Sellers or any other Person with respect thereto. Accordingly, Sellers make no representations or warranties are made whatsoever with respect to any projections, forecasts, such estimates, budgets projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). c. Buyer acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Companies and, in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of Sellers expressly and specifically set forth in this Agreement, including the Disclosure Letter and Buyer has not relied on any other statements, documents or prospect other sources of information that may have been made available to Parentnot specifically contained in the representations and warranties herein. THE REPRESENTATIONS AND WARRANTIES BY EACH OF THE WARRANTORS CONTAINED IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF EACH SUCH WARRANTOR TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, Merger Sub or any of their respective RepresentativesAND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF NAFME AND NORDIC) ARE SPECIFICALLY DISCLAIMED BY THE WARRANTORS.

No Additional Representations; Disclaimer. (ia) Except for The Buyer acknowledges that neither the representations and warranties made by Parent and Merger Sub in this Section 3.02Representative, neither Parent Sellers, the Company nor any other person makes Person acting on behalf of the Company or any express or implied representation or warranty with respect to Parent or of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or Affiliates has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or their respective business or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Schedules hereto. The Buyer further agrees that none of the Sellers nor any other Person shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer's use of, any such information, including the Confidential Memorandum prepared by Xxxxxxxxx-Agio-Xxxxx and any information, document or material made available to Parentthe Buyer or the Buyer's Representatives in the electronic "data room" maintained on Intralinks, Merger Sub management presentation or any other form in expectation of their respective Representativesthe transactions contemplated by this Agreement. (b) In connection with the Buyer's investigation of the Company, the Buyer or the Buyer's representatives have received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company for the fiscal year ending December 31, 2006 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. Without limiting The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the generality Buyer is familiar with such uncertainties, that the 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), and that the Buyer shall have no claim against the Sellers or any other Person with respect thereto. Accordingly, neither the Company nor the Sellers make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). (c) The Buyer acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company in connection with its determination to proceed with the transactions contemplated by this Agreement. THE BUYER ACKNOWLEDGES THAT REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONTAINED HEREIN AND IN THE SCHEDULES HERETO CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS OF THE COMPANY AND THE SELLERS TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SELLERS AND ARE NOT SUBJECT TO INDEMNIFICATION BY THE SELLER. Notwithstanding the foregoing, each the parties hereto acknowledge and agree, however, that, notwithstanding the Buyer's conduct of Parent its due diligence and Merger Sub acknowledges that no independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company, (i) the Buyer is entitled to rely on all of the representations and warranties of the Company and the Sellers set forth herein and all of the Schedules and Exhibits hereto, and (ii) nothing contained herein shall limit, condition or otherwise restrict or impair in any way (A) the Buyer's rights and remedies hereunder associated with its reliance on the representations and warranties are made of the Company and the Sellers expressly and specifically set forth in this Agreement, including the Schedules attached hereto or (B) the Buyer's rights to indemnification under this Article X with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or any of their respective Representativessuch representations and warranties.

No Additional Representations; Disclaimer. (i) Except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, Buyer acknowledges that neither Parent Seller nor any other person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective business, operations, assets, liabilities, condition Person acting on behalf of Seller (financial or otherwisea) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the condition, merchantability, suitability or fitness for a particular purpose of the Shares or (b) has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company furnished or its Subsidiaries, the Shares or the Business, in each case except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Annexes and Disclosure Schedule. Except as specifically set forth in this Agreement, Buyer further agrees that neither Seller nor any other Person will have or be subject to any liability of Buyer or any other Person resulting from the distribution to Buyer or Buyer’s use of any such information, including any information, document or material made (or offered to be made) available to ParentBuyer or its Affiliates in certain “data rooms” or otherwise, Merger Sub management presentations or any of their respective Representatives. Without limiting the generality other form in expectation of the foregoingtransactions contemplated by this Agreement and the other Transaction Documents. In connection with Buyer’s investigation of the Company, each its Subsidiaries and the Business, Buyer has received from or on behalf of Parent Seller certain projections, including plans, interim financial statements, and Merger Sub projected statements of operating revenues and income from operations of Seller for the fiscal year ending June 25, 2008 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, 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), and that Buyer shall have no claim against Seller with respect thereto. Accordingly, Seller make no representations or warranties are made whatsoever with respect to any such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections, and forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or any of their respective Representatives).

No Additional Representations; Disclaimer. (ia) Except for The Buyer acknowledges that neither the representations and warranties made by Parent and Merger Sub in this Section 3.02Representative, neither Parent Sellers, the Company nor any of its Subsidiaries, nor any other person makes Person acting on behalf of the Company or any express or implied representation or warranty with respect to Parent or of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or Affiliates has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or any of its Subsidiaries or their respective businesses or assets, except as expressly set forth in this Agreement or as and to the extent required by this Agreement to be set forth in the Schedules hereto. The Buyer further agrees that none of the Sellers nor any other Person shall have or be subject to any liability to the Buyer or any other Person resulting from the distribution to the Buyer, or the Buyer's use of, any such information, including the Confidential Information Memorandum prepared by Xxxxxx Xxxxxxxx & Co. dated June 2005 and any information, document or material made available to Parent, Merger Sub the Buyer or the Buyer's Representatives in certain "data rooms," management presentations or any other form in expectation of their respective Representativesthe transactions contemplated by this Agreement. (b) In connection with the Buyer's investigation of the Company and its Subsidiaries, the Buyer or the Buyer's Representatives has received from or on behalf of the Company certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries for the fiscal year ending January 31, 2006 and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. Without limiting The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the generality Buyer is familiar with such uncertainties, that the 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), and that the Buyer shall have no claim against the Sellers or any other Person with respect thereto. Accordingly, neither the Company nor the Sellers make any representations or warranties whatsoever with respect to such estimates, projections and other forecasts and plans (including the reasonableness of the assumptions underlying such estimates, projections and forecasts). (c) The Buyer acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SELLERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS TO BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SHAREHOLDERS. Notwithstanding the foregoing, each the parties hereto acknowledge and agree, however, that, notwithstanding the Buyer's conduct of Parent its due diligence and Merger Sub acknowledges that no independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, (i) the Buyer is entitled to rely on all of the representations and warranties of the Company and the Sellers set forth herein and all of the Schedules and Exhibits hereto, and (ii) nothing contained herein shall limit, condition or otherwise restrict the Buyer's rights and remedies hereunder associated with its reliance on the representations and warranties are made with respect to any projectionsof the Company and the Sellers expressly and specifically set forth in this Agreement, forecasts, estimates, budgets or prospect information that may have been made available to Parent, Merger Sub or any of their respective Representativesincluding the Schedules and Updated Schedules attached hereto.

No Additional Representations; Disclaimer. (ia) Except for The Buyer acknowledges that none of the representations and warranties made by Parent and Merger Sub in this Section 3.02Shareholders, neither Parent the Company nor any of its Subsidiaries, nor any other person makes Person acting on behalf of the Company or any express or implied representation or warranty with respect to Parent or of its Subsidiaries or their respective business, operations, assets, liabilities, condition (financial or otherwise) or prospects, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Parent and Merger Sub in this Section 3.02, neither Parent nor any other person makes or Affiliates has made any representation or warranty to the Company or any of their Affiliates or representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent, any of its Subsidiaries or their respective businesses, or (ii) any oral or written information presented to the Company or any of their Affiliates or representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the transactions contemplated hereby. (ii) Parent and Merger Sub each acknowledge and agree that it (i) has had the opportunity to meet with the management of the Company and to discuss the business, assets and liabilities of the Company and its Subsidiaries, (ii) has had access to such books and records, facilities, equipment, contracts and other assets of the Company and its Subsidiaries which it and its representatives have desired or requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company, and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, their respective businesses, assets, liabilities and the transactions contemplated by this Agreement. (iii) Notwithstanding anything contained in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the Company nor any person has made or is making any representations or warranties whatsoeverwarranty, express or implied, beyond those expressly given by the Company in Section 3.01 hereof, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, Merger Sub or any of its Subsidiaries or their respective Representatives. Without limiting businesses or assets, except as expressly set forth in this Agreement or as and to the generality extent required by this Agreement to be set forth in the schedules hereto or certificates delivered hereunder. (b) In connection with the Buyer’s investigation of the foregoingCompany and its Subsidiaries, each the Buyer or the Buyer’s Representatives has received from or on behalf of Parent the Company certain projections, including without limitation projected statements of operating revenues and Merger Sub income from operations of the Company and its Subsidiaries for the fiscal year ending December 31, 2007, and for subsequent fiscal years and certain business plan information for such fiscal year and succeeding fiscal years. The Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Buyer is familiar with such uncertainties, that the 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 without limitation the reasonableness of the assumptions underlying such estimates, projections and forecasts), and that the Buyer shall have no claim against the Shareholders or any other Person with respect thereto, except as specifically set forth herein. Accordingly, the Company makes no representations or warranties are made whatsoever with respect to any projections, forecasts, such estimates, budgets or prospect information projections and other forecasts and plans (including without limitation the reasonableness of the assumptions underlying such estimates, projections and forecasts), except that may have been made available such estimates, projections and forecasts were prepared in good faith by Company management. (c) The Company has delivered to Parentthe Buyer all audits, Merger Sub or any assessments, risk assessments and other material reports and studies relating to environmental compliance and conditions associated with the operations, assets and properties of their respective Representativesthe Company and its Subsidiaries, and has afforded the Buyer access to the assets and properties of the Company and its Subsidiaries for the purpose of Buyer’s independent due diligence regarding environmental compliance and conditions. The Buyer acknowledges that it has conducted to its satisfaction, an independent investigation and verification of the assets, properties, financial condition, results of operations, liabilities and projected operations of the Company and its Subsidiaries, and in making its determination to proceed with the transactions contemplated by this Agreement, Buyer has relied on the results of its own independent investigation and verification and the representations and warranties of the Company and the Shareholders expressly and specifically set forth in this Agreement, including without limitation the schedules attached hereto. SUCH REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND THE SHAREHOLDERS CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS TO THE BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE BUYER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ASSETS OR LIABILITIES OF THE COMPANY AND ITS SUBSIDIARIES) ARE SPECIFICALLY DISCLAIMED BY THE COMPANY AND THE SHAREHOLDERS.