Common use of Acknowledgement of Buyer Clause in Contracts

Acknowledgement of Buyer. Buyer acknowledges that it has (a) conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of Seller, and (b) relied on the results of its own independent investigation and verification and the representations and warranties of Seller expressly and specifically set forth in this Agreement, including the Schedules (and updated Schedules), in making its determination to proceed with the transactions contemplated by this Agreement. The representations and warranties of Seller expressly and specifically set forth in this Agreement, including the Schedules (and updated Schedules), constitute the sole and exclusive representations and warranties of Seller 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 without limitation any relating to the future or historical financial condition, results of operations, assets or liabilities of the Station Assets, or the quality, quantity or condition of the Station Assets) are specifically disclaimed by Seller. Seller does not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness as for a particular purpose, conformity to samples, or condition of the Station Assets or any part thereto, except as expressly set forth in Article 2. In connection with Buyer’s investigation of the Station Assets, Buyer has received certain projections, including projected statements of operating revenues and income from operations of the Station Assets and certain business plan information. 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 and that Buyer is taking full responsibility and other forecasts and plans so furnished to it, including without limitation the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, Buyer hereby acknowledges that Seller is not making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including without limitation the reasonableness of the assumptions underlying such estimates, projections and forecasts.

Acknowledgement of Buyer. Buyer acknowledges that it has (a) conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and projected operations of Seller, the Company and (b) relied on the results of its own independent investigation and verification and the representations and warranties of Seller the Sellers expressly and specifically set forth in this Agreement, including the Disclosure Schedules (and updated Disclosure Schedules), in making its determination to proceed with the transactions contemplated by this Agreement. The representations and warranties of Seller the Sellers expressly and specifically set forth in this Agreement, including the Disclosure Schedules (and updated Disclosure Schedules), constitute the sole and exclusive representations and warranties of Seller the Sellers and the Company 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 without limitation including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Station AssetsCompany, or the quality, quantity or condition of the Station AssetsCompany’s assets) are specifically disclaimed by Sellerthe Sellers (on behalf of themselves and the Company). Seller does The Sellers and the Company do not make or provide, and Buyer hereby waives, any warranty or representation, express or implied, as to the quality, merchantability, fitness as for a particular purpose, conformity to samples, or condition of the Station Assets Company’s assets or any part thereto, except as expressly set forth in Article 2Section 3.7. In connection with Buyer’s investigation of the Station AssetsCompany, Buyer has received certain projections, pro forma financials or adjustments, including projected statements of operating revenues and income from operations of the Station Assets Company and certain business plan information. Buyer acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts projections, forecasts, pro forma financials, adjustments and plans, that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility and other forecasts for such estimates, projections, forecasts, pro forma financials, adjustments and plans so furnished to it, including including, without limitation limitation, the reasonableness of the assumptions underlying such estimates, projections projections, forecasts, pro forma financials, adjustments and forecasts. plans Accordingly, Buyer hereby acknowledges that Seller neither the Company nor the Sellers is not making any representation or warranty with respect to such estimates, projections and other forecasts projections, forecasts, pro forma financials, adjustments and plans, including including, without limitation limitation, the reasonableness of the assumptions underlying such estimates, projections and forecastssame.