Common use of Purchaser’s Acknowledgment Clause in Contracts

Purchaser’s Acknowledgment. Purchaser acknowledges and agrees that none of the Sellers, the Company, their respective Affiliates nor their Representatives has made any representations or warranties regarding the Sellers, the Company, or the Company’s business operations, the assets or operations of the Company’s business, the Interests, or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, and the Purchaser agrees it has relied solely on its own examination and investigation and the representations and warranties of the Sellers and the Company set forth in Section 2 and Section 3, respectively (including the Disclosure Schedules). Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Company or the Company’s business, or the Interests, is or shall be deemed to be a representation or warranty by the Company or the Sellers to the Purchaser, under this Agreement, or otherwise, and that the Purchaser has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated hereby. The Purchaser acknowledges that, except for the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, no Person has been authorized by the Sellers or the Company to make any representation or warranty regarding the Sellers, the Company, the Company’s business, the assets or operations of the Company, the Interests or the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Sellers or the Company.

Purchaser’s Acknowledgment. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation and agrees that none verification of the Sellersfinancial condition, the Company, their respective Affiliates nor their Representatives has made any representations or warranties regarding the Sellers, the Company, or the Company’s business results of operations, the assets or assets, liabilities, properties and projected operations of the Company’s businessCompany Entities, the Interestsand, or otherwise in connection making its determination to proceed with the transactions contemplated by this Agreement, other than the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, and the Purchaser agrees it has relied solely on the results of its own examination independent investigation and investigation verification and the representations and warranties of the Sellers Company Entities expressly and the Company specifically set forth in Section 2 and Section 33 as qualified by the Disclosure Schedules and any supplement thereto. The Purchaser further acknowledges that it has not relied upon any information furnished by the Seller or the Company Entities or any of their respective present and former Affiliates or Representatives concerning the Seller, respectively the Company Entities, the business of the Company Entities, the Shares, the Assets or the transactions set forth herein, the information expressly set forth in Section 2 and Section 3 as qualified by the Disclosure Schedules and any supplements thereto. The Purchaser also acknowledges that, except as expressly set forth in the Agreement and the Disclosure Schedules (including as such Disclosure Schedules may be supplemented), none of the Company Entities, the Seller, nor any of their Representatives: (a) makes or will be deemed to have made hereunder any representations or warranties, express or implied, regarding the Seller or the Company Entities, (b) makes or will be deemed to have made any representations or warranties, express or implied, at law or in equity, of any kind or nature whatsoever concerning or as to the accuracy or completeness of any projections, budgets, forecasts or other forward-looking financial information concerning the future revenue, income, profit or other financial results of the Company Entities, or (c) makes or will be deemed to have made hereunder any representation or warranty concerning any law or regulation affecting the Government Contracts of the Company Entities that may be promulgated or become effective after the Closing, and that Purchaser has not relied upon any of (a), (b) or (c). The Purchaser acknowledges that there are uncertainties inherent in attempting to make any such projections, budgets, forecasts or other forward-looking financial information and actual results of operations may differ materially from any such projections, budgets, forecasts or other forward-looking financial information. The Purchaser acknowledges that the Purchase Price has been negotiated based upon the Purchaser’s express agreement that should the Closing occur, the Purchaser will acquire the Company Entities and their respective businesses, properties, assets and liabilities in an “as is” condition and on a “where is” basis, without any representation or warranty of any kind, express or implied, except such representations and warranties expressly set forth in Section 3 as qualified by the Disclosure Schedules). Without Further, without limiting the generality any representation, warranty or covenant of the foregoingSeller or the Company Entities expressly set forth in Section 2 or Section 3, as qualified by the Disclosure Schedules (as may be supplemented), the Purchaser acknowledges that it has waived and agrees that no projectionshereby waives as a condition to Closing any further due diligence reviews, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral inspections or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material examinations with respect to the Company or the Company’s business, or the Interests, is or shall be deemed to be a representation or warranty by the Company or the Sellers to the Purchaser, under this Agreement, or otherwise, Entities and that the Purchaser has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated hereby. The Purchaser acknowledges thatset forth herein, except for the representations including with respect to engineering, environmental, title, survey, financial, operational, regulatory and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, no Person has been authorized by the Sellers or the Company to make any representation or warranty regarding the Sellers, the Company, the Company’s business, the assets or operations of the Company, the Interests or the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Sellers or the Companylegal compliance matters.

Purchaser’s Acknowledgment. The Purchaser acknowledges and agrees that none of the Sellers, the Company, their respective Affiliates nor their Representatives has made any representations or warranties regarding the Sellers, the Company, or the Company’s business operations, the assets or operations of the Company’s business, the Interests, or otherwise in connection with the transactions contemplated by this Agreement, other than the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, and the Purchaser agrees it has relied solely on its own examination and investigation and the representations and warranties of the Sellers and the Company set forth in Section 2 and Section 3, respectively (including the Disclosure Schedules). Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that no projections, forecasts, predictions, other estimates, data, financial information, documents, reports, statements (oral or written), summaries, abstracts, descriptions, presentations (including any management presentation or facility tour), memoranda, or offering material with respect to the Company or the Company’s business, or the Interests, is or shall be deemed to be a representation or warranty by the Company or the Sellers to the Purchaser, Purchaser under this Agreement, or otherwise, and that the Purchaser has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplated hereby. The Purchaser acknowledges that, except for the representations and warranties expressly made by the Sellers and the Company in Section 2 and Section 3, respectively, no Person has had been authorized by the Sellers or the Company to make any representation or warranty regarding the Sellers, the Company, the Company’s business, the assets or operations of the Company, the Interests or the transactions contemplated hereby and, if made, such representation or warranty may not be relied upon as having been authorized by the Sellers or the Company.