Common use of Acknowledgement by Purchaser Clause in Contracts

Acknowledgement by Purchaser. (a) Purchaser 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 Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Article III as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements of any kind of the Seller to Purchaser in connection with the transactions contemplated hereby, and Purchaser understands, acknowledges and agrees that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES. (b) Except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual or corporate capacity, will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions 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. (c) In connection with the investigation by Purchaser of the Business, Purchaser has received or may receive from the Seller certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser 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, forecasts or plans), and that Purchaser shall have no claim against anyone with respect thereto, except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.

Acknowledgement by Purchaser. (a) Purchaser acknowledges and agrees, on behalf of it and its Affiliates, that it (i) the representations and warranties set forth in this Agreement have been negotiated at arm’s length among sophisticated business entities, (ii) Purchaser has conducted to its satisfaction own independent review and analysis of, and, based thereon, has formed an independent investigation and verification of judgment concerning, the financial condition, results of operationsbusiness, assets, liabilitiescondition, properties operations and projected operations prospects of the BusinessTransferred Entities, and, (iii) in making its determination to proceed with the transactions contemplated by entering into this Agreement, Purchaser has relied solely on the results of upon its own independent investigation and verification analysis and the representations and warranties of Seller and the Seller Company expressly and specifically set forth contained in Article III IV and Article V of this Agreement (as qualified by the attached Seller Disclosure Schedules or Company Disclosure Schedules. The , respectively) and in the Ancillary Agreements, (iv) except for the representations and warranties contained in Article IV and Article V of this Agreement (as qualified by the Seller expressly and specifically set forth in Article III Disclosure Schedules or Company Disclosure Schedules, respectively) and in the Ancillary Agreements, none of Seller, the Company, any of the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements Transferred Entities or any Person acting on behalf of any kind of the Seller foregoing makes or has made, nor has Purchaser relied on, any other express or any implied representation or warranty (including in any information, document, or material made available to Purchaser or its counsel or other Representatives in connection with Purchaser’s due diligence review, including in the transactions contemplated herebyData Room or management presentations) as to (x) the Business, and Purchaser understands, acknowledges and agrees that all other representations, warranties, and statements of any kind the financial condition or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities operations of the Business, or the quality, quantity or condition of the Business’ assets) are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES. (b) Except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent assets of Seller or its Affiliatesthe Transferred Entities, the merchantability, usage, suitability or fitness for any particular purpose with respect to such assets, any part thereof, the workmanship thereof or the absence of any defects therein (whether in an individual latent or corporate capacitypatent) or otherwise, will (y) the performance of the Business following the Closing or the probability of success or profitability of the Business after the Closing, or (z) the accuracy or completeness of any information relating to any of the foregoing, all of which being expressly disclaimed by Seller, the Company and the other Transferred Entities, and (v) except for instances of Fraud, none of Seller, Transferred Entities or any other Person shall have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) the distribution to Purchaser, or Purchaser’s use ofuse, or reliance on, of any information, documentsincluding any information, projections, forecasts document or other material made available or provided to Purchaser in certain “data rooms,” confidential the Data Room, management presentations, offering or information memoranda or management presentations any other form in expectation of, or in connection with, of the transactions contemplated by this Agreementhereby, regardless except for the sole and exclusive remedies 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 otherwisePurchaser set forth herein. (cb) In Without limiting the generality of Section 10.1(a), Purchaser acknowledges and agrees that (i) in connection with the Purchaser’s investigation by Purchaser of the Transferred Entities and their Business, Purchaser has received from or may receive from on behalf of the Transferred Entities and/or Seller certain projections, forward-looking including projected statements of operating revenues and other forecasts income from operations of their business and certain business plan information. Purchaser acknowledges that information for such fiscal years, (ii) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, and that Purchaser is familiar with such uncertainties, that Purchaser is taking full responsibility (iii) except for making its own evaluation the representations and warranties of Seller and the Company expressly contained in Article IV and Article V in this Agreement (as qualified by the Seller Disclosure Schedules or Company Disclosure Schedules, respectively) and in the Ancillary Agreements, none of Seller, the Transferred Entities or any Person acting on behalf of any of the adequacy and accuracy of all foregoing makes or has made, nor has Purchaser relied upon, any representation or warranty with respect to such estimates, projections and other forecasts and plans so furnished to it (plans, including the reasonableness of the assumptions any underlying such estimates, projections, forecasts or plans)assumptions, and that (iv) except for claims of Fraud, Purchaser shall not have no any claim against anyone with respect thereto, except as may be subject to a representation or warranty by the Transferred Entities and/or Seller set forth in Article III or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement Person with respect to, and Purchaser is not relying on, to such estimates, projections, forecasts information or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts Purchaser’s receipt or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documentsuse thereof. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.

Acknowledgement by Purchaser. (a) Purchaser 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 Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Article III as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements of any kind of the Seller to Purchaser in connection with the transactions contemplated hereby, and Purchaser understands, acknowledges and agrees that all other representations, warranties, and statements of any kind or nature expressed or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER BY THE SELLERS SET FORTH IN ARTICLE III THIS AGREEMENT, INCLUDING THE SCHEDULES HERETO, AND THE ANCILLARY AGREEMENTS AND IN THE OTHER REAL ESTATE PURCHASE AGREEMENT AND REAL ESTATE TRANSACTION DOCUMENTSDOCUMENTS (AS DEFINED IN THE REAL ESTATE PURCHASE AGREEMENT), NEITHER CONSTITUTE THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE FOREGOING, WHETHER SELLERS TO PURCHASER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, ENVIRONMENTAL CONDITIONS, ASSETS OR LIABILITIES OR PROSPECTS OF THE COMPANY) ARE SPECIFICALLY DISCLAIMED BY THE SELLERS. PURCHASER ACKNOWLEDGES THAT IT DID NOT RELY ON ANY REPRESENTATION OR WARRANTY NOT CONTAINED IN THIS AGREEMENT, ANY ANCILLARY AGREEMENT, THE REAL ESTATE PURCHASE AGREEMENT OR THE ACCURACY REAL ESTATE TRANSACTION DOCUMENTS WHEN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND WILL NOT RELY ON ANY SUCH REPRESENTATION OR COMPLETENESS OF ANY INFORMATION PROVIDED WARRANTY IN DECIDING TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVESCONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. (b) Except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual or corporate capacity, will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions 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. (c) In connection with the investigation by Purchaser of the Business, Purchaser has received or may receive from the Seller certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser 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, forecasts or plans), and that Purchaser shall have no claim against anyone with respect thereto, except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.

Acknowledgement by Purchaser. (ai) Purchaser acknowledges that it is not relying and has conducted to not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in Section 3.1, including the Absolute Disclosure Letter. Such representations and warranties by Absolute and its satisfaction an independent investigation Subsidiaries constitute the sole and verification exclusive representations and warranties of Absolute and its Subsidiaries in connection with the financial condition, results of operations, assets, liabilities, properties Arrangement and projected operations of the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on the results of its own independent investigation and verification and the representations and warranties of the Seller expressly and specifically set forth in Article III as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements of any kind of the Seller to Purchaser in connection with the transactions contemplated hereby, and Purchaser understands, acknowledges and agrees that all other representations, warranties, representations and statements warranties of any kind or nature expressed whether express, implied or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) statutory are specifically disclaimed by Absolute and its Subsidiaries. Without limiting the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THATgenerality of the foregoing, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTSPurchaser acknowledges that, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDINGexcept as may be expressly provided in Section 3.1, ANY EQUITYHOLDERno representations or warranties are made with respect to any projections, OFFICERforecasts, DIRECTORestimates, MANAGERbudgets or prospective information that may have been made available, EMPLOYEE OR AGENT OF ANY OF THE FOREGOINGdirectly or indirectly, WHETHER IN ANY INDIVIDUALto Purchaser, CORPORATE OR ANY OTHER CAPACITY) IS MAKINGtheir Affiliates, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVESany of their respective Representatives or any other Person. (b) Except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual or corporate capacity, will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) the distribution to Purchaser, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions 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. (cii) In connection with the due diligence investigation of Absolute and its Subsidiaries by Purchaser of the Businessand their respective Affiliates, stockholders, directors, officers, employees, agents, representatives or advisors, Purchaser has and their respective Affiliates, stockholders, directors, officers, employees, agents, representatives and advisors have received or and may continue to receive after the date hereof from the Seller Absolute and its Subsidiaries and their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives and advisors certain estimates, projections, forecasts and other forward-looking statements and other forecasts and information, as well as certain business plan information, regarding Absolute and its Subsidiaries and their businesses and operations. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections projections, forecasts and other forecasts and forward-looking statements, as well as in such business plans, and that Purchaser will have no claim against Absolute and its Subsidiaries, or any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other person with respect thereto unless any such information is familiar expressly addressed or included in a representation or warranty contained in this Agreement. Accordingly, Purchaser hereby acknowledges and agrees that neither Absolute nor its Subsidiaries nor any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty with such uncertainties, that Purchaser 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 respect to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts forecasts, forward-looking statements or plans), and that Purchaser shall have no claim against anyone with respect thereto, except as may be subject to business plans unless any such information is expressly addressed or included in a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.

Acknowledgement by Purchaser. (a) Purchaser acknowledges and agrees that it has conducted to its satisfaction own independent review and analysis of, and, based thereon, has formed an independent investigation and verification of judgment concerning, the financial condition, results of operationsBusiness, assets, liabilitiescondition, properties operations and projected operations prospects of the BusinessCompany, and, in making its determination and Purchaser has been furnished with or given full access to proceed with such information about the transactions contemplated by Company and the Business and operations as it has requested. In entering into this Agreement, Purchaser has relied solely on the results of upon its own independent investigation and verification analysis and the representations and warranties of the Company and Seller expressly and specifically set forth in Article III this Agreement, and Purchaser: Section 5.8.1 acknowledges that, other than as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in Article IV of this Agreement, none of Seller, the other Transaction Documents constitute Company, or any of their respective directors, officers, employees, Affiliates, stockholders, members, owners, agents, advisors or representatives makes or has made any representation or warranty, either express or implied, (i) as to the sole and exclusive representationsaccuracy or completeness of any of the information provided or made available to Purchaser or its agents, warrantiesadvisors, representatives, lenders or Affiliates prior to the execution of this Agreement, and statements (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any kind component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Seller Company heretofore or hereafter delivered to or made available to Purchaser in connection with the transactions contemplated herebyor its agents, and Purchaser understandsadvisors, representatives, lenders or Affiliates; Section 5.8.2 acknowledges and agrees that all that, other representationsthan as expressly set forth in Article III and Article IV of this Agreement, warrantiesno projections, forecasts and predictions, other estimates, data, financial information, documents, reports, statements of any kind (oral or nature expressed or implied written), summaries, abstracts, descriptions, presentations (including any relating management presentation or facility tour), memoranda, or offering materials with respect to the future Company’s business, is or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVES. (b) Except as may shall be subject deemed to be a representation or warranty by Seller set forth in Article III or in any other Transaction Documents, neither Seller, nor any officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual or corporate capacity, will have or be subject to any liability or indemnification obligation to Purchaser or any other Person resulting from (nor shall Purchaser have any claim with respect to) the distribution to PurchaserPerson, or Purchaser’s use of, or reliance on, any information, documents, projections, forecasts or other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions contemplated by under 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. (c) In connection with the investigation by Purchaser of the Business, Purchaser has received or may receive from the Seller certain projections, forward-looking statements and other forecasts and certain business plan information. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that Purchaser is familiar with such uncertainties, that Purchaser 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, forecasts or plans), and that Purchaser has not relied thereon in determining to execute this Agreement and proceed with the transactions contemplate hereby; Section 5.8.3 acknowledges that the Shares have not been registered under applicable securities laws; and Section 5.8.4 represents and warrants that (i) the Shares shall have no claim against anyone be acquired for Purchaser’s own account and not with respect theretoa view to, except or intention of, distribution thereof in violation of the Securities Act, or any applicable state or other securities laws, and the Shares shall not be disposed of in contravention of the Securities Act or any applicable state securities laws, (ii) Purchaser’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of the investment in the Company, (iii) Purchaser is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act, (iv) it has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of their investment in the Shares, (v) it is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares and (vi) it understands and agrees that it may be subject not sell or dispose of any of the Shares other than pursuant to a representation or warranty by Seller set forth in Article III registered offering or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent a transaction exempt from the registration requirements of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, applicable securities laws and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documentsregulations. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.

Acknowledgement by Purchaser. (a) Purchaser acknowledges that it is not relying and Purchaser has conducted to its satisfaction an independent investigation and verification not relied on any representations or warranties whatsoever regarding the subject matter of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business, and, in making its determination to proceed with the transactions contemplated by this Agreement, Purchaser has relied solely on express or implied, except for the results of its own independent investigation representations and verification warranties in Article IV and Article VI, including the Disclosure Schedule. Such representations and warranties by the Company Group and the Stockholders constitute the sole and exclusive representations and warranties of the Seller expressly Company Group and specifically set forth in Article III as qualified by the attached Seller Disclosure Schedules. The representations and warranties by the Seller expressly and specifically set forth in Article III and in the other Transaction Documents constitute the sole and exclusive representations, warranties, and statements of any kind of the Seller to Purchaser Stockholders in connection with this Agreement and the transactions contemplated hereby, thereby and Purchaser understands, acknowledges and agrees that all other representations, warranties, representations and statements warranties of any kind or nature expressed whether express, implied or implied (including any relating to the future or historical financial condition, results of operations, prospects, assets or liabilities of the Business, or the quality, quantity or condition of the Business’ assets) statutory are specifically disclaimed by the Seller. PURCHASER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN ARTICLE III AND IN THE OTHER TRANSACTION DOCUMENTS, NEITHER THE SELLER NOR ANY OTHER PERSON (INCLUDING, ANY EQUITYHOLDER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, WHETHER IN ANY INDIVIDUAL, CORPORATE OR ANY OTHER CAPACITY) IS MAKING, AND PURCHASER IS NOT RELYING ON, ANY REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, SELLER, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) PURCHASER OR ANY OF PURCHASER’S REPRESENTATIVESCompany Group and Stockholders. (b) Except as may be subject to a representation In connection with the due diligence investigation of the Company Group by Purchaser and its respective Affiliates, stockholders, directors, officers, employees, agents, representatives or warranty by Seller set forth in Article III or in any other Transaction Documentsadvisors, neither Seller, nor any officer, director, manager, employee or agent of Seller or Purchaser and its Affiliates, whether in an individual or corporate capacitystockholders, will directors, officers, employees, agents, representatives and advisors have or be subject received and may continue to any liability or indemnification obligation to Purchaser or any other Person resulting receive after the date hereof from (nor shall Purchaser have any claim with respect to) the distribution to PurchaserCompany Group and their respective Affiliates, or Purchaser’s use ofstockholders, or reliance ondirectors, any informationofficers, documentsemployees, consultants, agents, representatives and advisors certain estimates, projections, forecasts or and other material made available to Purchaser in certain “data rooms,” confidential information memoranda or management presentations in expectation of, or in connection with, the transactions 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. (c) In connection with the investigation by Purchaser of the Business, Purchaser has received or may receive from the Seller certain projections, forward-looking statements and other forecasts and information, as well as certain business plan information, regarding the Company Group and their businesses and operations and regarding its Affiliate. Purchaser hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections projections, forecasts and other forecasts and forward-looking statements, as well as in such business plans, and that Purchaser will have no claim against the Company Group, or any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, or any other person with respect thereto unless any such information is familiar expressly addressed or included in a representation or warranty contained in this Agreement. Accordingly, Purchaser hereby acknowledges and agrees that neither the Company Group nor any of their respective Affiliates, stockholders, directors, officers, employees, consultants, agents, representatives or advisors, nor any other person, has made or is making any express or implied representation or warranty with such uncertainties, that Purchaser 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 respect to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts forecasts, forward-looking statements or plans), and that Purchaser shall have no claim against anyone with respect thereto, except as may be subject to business plans unless any such information is expressly addressed or included in a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. Accordingly, Purchaser acknowledges that neither Seller, nor any equityholder, officer, director, manager, employee or agent of Seller or its Affiliates, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and Purchaser is not relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans), except as may be subject to a representation or warranty by Seller set forth in Article III or in any other Transaction Documents. (d) The provisions contained in this Section 5.12 shall in no event relieve any party to this Agreement from liability resulting from fraudulently making any representation or intentionally breaching any representation contained in this Agreement.