Common use of Acknowledgment by the Purchaser Clause in Contracts

Acknowledgment by the Purchaser. The representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Stockholders and Optionholders in their respective Letters of Transmittal and Option Cancellation Agreements), as qualified by the Disclosure Schedules, constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Stockholders and Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Stockholders and Optionholders, the Representative and each of their respective Non-Recourse Parties and none of the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or statements (including by omission). The Purchaser and the Merger Sub are otherwise acquiring the Company, its Subsidiaries, its joint ventures and their respective businesses on an “AS IS, WHERE IS” basis.

Acknowledgment by the Purchaser. The (a) Purchaser and Merger Sub each acknowledge and agree that: (i) the representations and warranties of the Company expressly and specifically set forth in Article V IV (together with any representations and warranties expressly and specifically made by the Stockholders and Optionholders in their respective Letters of Transmittal and Option Cancellation Agreements), as qualified by the Disclosure Schedules, : (A) constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) of any of the Company, the Stockholders and Stockholders, the Optionholders, the Representative or any of their respective Non-Recourse Parties as to any matter concerning the Company, any of its Subsidiaries Company Subsidiary or any of their respective Subsidiaries or joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties in connection with this Agreement or the transactions contemplated by this Agreement (including, for the avoidance of doubt, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”); and (B) supersede, replace and all nullify in every respect the data and information set forth in any other purported representations and warranties Contract, instrument, document, material or statements (including by omission) are hereby disclaimed by the Companystatement, the Stockholders and Optionholderswhether written or oral, the Representative and each of their respective Non-Recourse Parties and none of the Purchaser or made available to Purchaser, the Merger Sub or any of their respective Non-Recourse Parties shall Parties; (ii) all other representations, warranties and statements of any kind or nature expressed or implied (including those relating to the Stockholders, the Optionholders, the future or historical financial condition, results of operations, prospects, assets or Liabilities of the Company and the Company Subsidiaries or the quality, quantity or condition of the assets of the Company or the Company Subsidiaries) are specifically disclaimed by the Company, the Stockholders, the Optionholders and the Representative; and (iii) no Seller Indemnified Party will have any Liability or obligation (including, for the avoidance of doubt, any indemnification obligation under Article X) to Purchaser, the Merger Sub or any other Purchaser Indemnified Party (and neither the Purchaser, the Merger Sub nor any other Purchaser Indemnified Party will be entitled to bring any claim with respect against, or to their purported use otherwise seek recourse from, any Seller Indemnified Party) for any Loss or Liability suffered or incurred by Purchaser, Merger Sub or any other Purchaser Indemnified Party that arises from any breach of, or reliance onany misrepresentation with respect to, the representations and warranties described in clause (ii) above that have been so disclaimed by the Company, the Stockholders, the Optionholders and the Representative. (b) If the Change of Control Payment Amount exceeds the sum of: (i) the aggregate amount actually paid by the Purchaser (whether directly or out of the CIC Escrow Account), the Surviving Corporation or any of their Affiliates to members of management as change of control payments pursuant to the agreements set forth on the Change of Control Agreement Annex on or prior to the 12-month anniversary of the Closing Date; plus (ii) the aggregate amount of any such representationschange of control payments that are not paid on or prior to the 12-month anniversary of the Closing Date but that accrue and become payable on or prior to such date (such excess, warranties the “Excess Change of Control Amount”), then the Purchaser will (or statements will cause the Surviving Corporation to) deliver to the Paying Agent, for further distribution to the Stockholders and Optionholders, by wire transfer of immediately available funds to an account designated by the Paying Agent within 10 days after the 12-month anniversary of the Closing Date an amount equal to such Excess Change of Control Amount. To the extent the Purchaser, the Surviving Corporation or any of their Affiliates pays to members of management change of control payments pursuant to the agreements set forth on the Change of Control Agreement Annex on or prior to the 12-month anniversary of the Closing Date (including by omissionwhich for purposes of this sentence shall include the aggregate amount of any such change of control payments that are not paid on or prior to the 12-month anniversary of the Closing Date but that accrue and become payable on or prior to such date). The , then the Purchaser will provide written notice to the Representative of any such payment and the Purchaser and the Merger Sub are otherwise acquiring Representative will cause the CompanyEscrow Agent, its Subsidiariesincluding through the execution and delivery of a joint written instruction, its joint ventures and their respective businesses on an “AS ISto pay to the Purchaser the amount of such payments (which in no case will exceed the amount of the CIC Escrow Account plus the Indemnification Escrow Funds), WHERE IS” basiswhich payment will be satisfied from the CIC Escrow Account.

Acknowledgment by the Purchaser. The (a) Each of the Purchaser and the Merger Sub 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, the Purchaser and the Merger Sub have relied solely on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Stockholders and Optionholders in their respective Letters of Transmittal and Option Cancellation Agreements)ARTICLE V, as qualified by the attached Disclosure Schedules, . The representations and warranties by the Company expressly and specifically set forth in ARTICLE V constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of any of the Company in connection with the transactions contemplated hereby, and the Purchaser and the Merger Sub understand, acknowledge and agree that all other representations, warranties, and statements of any kind or naturenature expressed or implied (including any relating to the future or historical financial condition, whether written results of operations, prospects, assets or oralliabilities of the Company or any of its Subsidiaries, expressed or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Stockholders (including the Representative) and the Optionholders. THE PURCHASER, THE MERGER SUB AND THEIR RESPECTIVE NON-RECOURSE PARTIES EACH UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT NONE OF THE STOCKHOLDERS (INCLUDING THE REPRESENTATIVE), THE OPTIONHOLDERS NOR ANY OF THEIR RESPECTIVE NON-RECOURSE PARTIES (EXCEPT FOR THE COMPANY), HAVE MADE ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS OF ANY KIND OR NATURE EXPRESS OR IMPLIED (INCLUDING ANY RELATING TO THE FUTURE OR HISTORICAL FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROSPECTS, ASSETS OR LIABILITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR THE QUALITY, QUANTITY OR CONDITION OF THE COMPANY’S OR ITS SUBSIDIARIES’ ASSETS) TO THE PURCHASER AND THE MERGER SUB IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. Neither any of the Stockholders or the Optionholders nor, except for the representations and warranties of the Company expressly set forth in ARTICLE V, the Company make or provide, and the Purchaser and the Merger Sub hereby waive, any warranty or representation, express or implied, statutory or otherwise (including, for as to the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or purpose, conformity to samples, or condition of the Company’s or its Subsidiaries’ assets or any part thereof. THE PURCHASER AND THE MERGER SUB SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN ARTICLE V, (X) THE PURCHASER AND THE MERGER SUB ARE ACQUIRING THE COMPANY ON AN “AS IS, WHERE IS” BASIS AND (Y) NONE OF THE COMPANY, THE STOCKHOLDERS (INCLUDING THE REPRESENTATIVE), THE OPTIONHOLDERS 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 NEITHER THE PURCHASER NOR THE MERGER SUB IS 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 COMPANY OR ANY OF ITS SUBSIDIARIES, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) THE PURCHASER OR THE MERGER SUB OR ANY OF THE PURCHASER’S REPRESENTATIVES. (b) Neither the Company, nor any of the Stockholders (including the Representative) or Optionholders, nor any equityholder, officer, director, manager, employee or agent of any of the Companyforegoing, the Stockholders and Optionholderswhether in an individual, the Representative corporate or any of their respective Non-Recourse Parties as other capacity, will have or be subject to any matter concerning the Company, any of its Subsidiaries liability or any of their respective joint ventures or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect indemnification obligation to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties in connection with this Agreement other Person resulting from (nor shall the Purchaser or the transactions contemplated by this Agreement (includingMerger Sub have any claim with respect to) the distribution to the Purchaser or the Merger Sub, for or the avoidance of doubtPurchaser’s or the Merger Sub’s use of, or reliance on, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, Purchaser or the Merger Sub or any of their respective Non-Recourse Parties in certain “data rooms,” confidential information memoranda or management presentations including “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) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed In connection with the investigation by the Company, the Stockholders Purchaser and Optionholders, the Representative and each of their respective Non-Recourse Parties and none of the Purchaser or the Merger Sub of the Company and its Subsidiaries, the Purchaser and the Merger Sub have received or any of their respective Nonmay receive from the Company or its Subsidiaries certain projections, forward-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or looking statements (including by omission)and other forecasts and certain business plan information. The Purchaser and the Merger Sub acknowledge that there are otherwise acquiring uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the CompanyPurchaser and the Merger Sub are familiar with such uncertainties, that the Purchaser and the Merger Sub 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, forecasts or plans), and that the Purchaser and the Merger Sub shall have no claim against anyone with respect thereto, other than claims with respect to fraud. Accordingly, the Purchaser and the Merger Sub acknowledge that neither the Company nor any of the Stockholders (including the Representative) or the Optionholders, nor any equityholder, officer, director, manager, employee or agent of any of the foregoing, whether in an individual, corporate or any other capacity, make any representation, warranty, or other statement with respect to, and neither the Purchaser nor the Merger Sub is relying on, such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans). (d) The Purchaser, on behalf of itself and all of its Affiliates (including the Company and its Subsidiaries after the Closing), releases the Sun Manager, its Subsidiaries, its joint ventures Affiliates and each of their respective businesses on an “AS ISequityholders, WHERE IS” basisofficers, managers, directors, employees or agents, whether in any individual, corporate or other capacity, effective as of the Closing from any and all Losses of any kind so whatsoever in connection with any actions taken or omitted to be taken at any time prior to the Closing, including with respect to the Consulting Agreement, except as provided in Section 11.01. (e) Notwithstanding anything contained herein, the Purchaser is not releasing any right or claims it may have against the Stockholders, the Optionholders or any other Person, with respect to fraud.

Acknowledgment by the Purchaser. The (a) Each of the Purchaser and the Merger Sub 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, the Purchaser and the Merger Sub have relied on the results of their own independent investigation and verification and the representations and warranties of the Company expressly and specifically set forth in Article V (together with any representations and warranties expressly and specifically made by the Stockholders and Optionholders in their respective Letters of Transmittal and Option Cancellation Agreements)IV, as qualified by the attached Disclosure Schedules, . The representations and warranties by the Company expressly and specifically set forth in this Agreement and the representations of the Stockholders (including the Representative) expressly and specifically set forth in the Letter of Transmittal constitute the sole and exclusive representations, warranties, representations and statements (including by omission) of any kind or nature, whether written or oral, expressed or implied, statutory or otherwise (including, for the avoidance of doubt, relating to quality, quantity, condition, merchantability, fitness for a particular purpose or conformity to samples) warranties of any of the Company, the Stockholders (including the Representative), and Optionholdersthe Optionholders to the Purchaser and the Merger Sub in connection with the transactions contemplated hereby, and the Representative Purchaser and the Merger Sub understand, acknowledge and agree 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 or any of their respective Non-Recourse Parties its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company and the Stockholders (including the Representative) and the Optionholders. Neither the Company nor any of the Stockholders or the Optionholders make or provide, and the Purchaser and the Merger Sub hereby waive, any warranty or representation, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Company’s or its Subsidiaries’ assets or any matter concerning part thereof. (b) Neither the Company, nor any of its Subsidiaries the Stockholders (including the Representative) or Optionholders will have or be subject to any of their respective joint ventures liability or businesses or in connection with this Agreement or the transactions contemplated by this Agreement, or with respect indemnification obligation to the accuracy or completeness of any information provided to (or otherwise acquired by) the Purchaser or the Merger Sub or any of their respective Non-Recourse Parties in connection with this Agreement other Person resulting from the distribution to the Purchaser or the transactions contemplated Merger Sub, or use by this Agreement (including, for the avoidance of doubtPurchaser or the Merger Sub of, any statements, information, documents, projections, forecasts or other material made available to the Purchaser, the Merger Sub or any of their respective Non-Recourse Parties in certain “data rooms” or presentations including “management presentations”) and all other purported representations and warranties or statements (including by omission) are hereby disclaimed by the Company, the Stockholders and Optionholders, the Representative and each of their respective Non-Recourse Parties and none of the Purchaser or the Merger Sub in certain confidential information memoranda or any management presentations in expectation of their respective Nonthe transactions contemplated by this Agreement. (c) In connection with the investigation by the Purchaser and the Merger Sub of the Company and its Subsidiaries, the Purchaser and the Merger Sub have received or may receive from the Company and/or its Subsidiaries certain projections, forward-Recourse Parties shall have any claim with respect to their purported use of, or reliance on, any such representations, warranties or looking statements (including by omission)and other forecasts and certain business plan information. The Purchaser and the Merger Sub acknowledge that there are otherwise acquiring uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the CompanyPurchaser and the Merger Sub are familiar with such uncertainties, its Subsidiariesthat the Purchaser and the Merger Sub are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, its joint ventures projections and their respective businesses on an “AS ISother forecasts and plans so furnished to it (including the reasonableness of the assumptions underlying such estimates, WHERE IS” basisprojections, forecasts or plans), and that the Purchaser and the Merger Sub shall have no claim against anyone with respect thereto. Accordingly, the Purchaser and the Merger Sub acknowledge that neither the Company nor any of the Stockholders (including the Representative) or the Optionholders make any representation or warranty with respect to such estimates, projections, forecasts or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts or plans).