REPRESENTATIONS AND WARRANTIES OF THE SMS PARTIES. Except as expressly provided herein, the Diversicare Parties hereby acknowledge and agree that the Diversicare Parties have conducted their own due diligence investigation of the Business and the Acquired Assets and that they will acquire the Acquired Assets “AS IS, WHERE IS”, except for representations and warranties contained herein. The Diversicare Parties will not have any recourse to any of the officers, managers, attorneys, or advisors of Transferors in the event any of the representations or warranties made herein, or deemed made herein, are inaccurate in any respect as at any time of expression thereof, except in the event such inaccuracy is the result of fraud or the intentional misrepresentation or omission of fact. The Diversicare Parties specifically acknowledge and agree that if any information provided in the Plan or Disclosure Statement is applicable to any Section hereof, then such information shall be deemed to have been provided to the Diversicare Parties with respect to all such Sections hereof. Subject to the foregoing, the SMS Parties hereby represent and warrant as follows to the Diversicare Parties:
