Common use of Certain Understandings Clause in Contracts

Certain Understandings. (i) Purchaser has received from Seller certain projections, forecasts and information relating to the Subsidiaries. Purchaser acknowledges that (a) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (b) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (c) Purchaser shall not have any claim against Seller, its affiliates or its agents with respect thereto. Accordingly, neither Seller nor any other person makes any representation or warranty with respect to such projections, forecasts and information. (ii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Subsidiaries, and neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Subsidiaries' businesses 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 as are expressly set forth herein. (iii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to (a) the physical condition or state of repair of any of the Subsidiaries' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has World Heart and Newco have received from Seller ▇▇▇▇▇▇▇ certain projections, forecasts and other forward-looking information relating to the SubsidiariesNovacor LLC. Purchaser Each of World Heart and Newco acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser each of World Heart and Newco is familiar with such uncertainties and is are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections, forecasts and other forward- looking information so furnished to it them and (ciii) Purchaser neither World Heart nor Newco shall not have any claim against Seller, its affiliates ▇▇▇▇▇▇▇ or its agents with respect thereto. Accordingly, neither Seller nor without derogation of any other person of the representations and warranties of ▇▇▇▇▇▇▇ set forth herein, ▇▇▇▇▇▇▇ makes any no representation or warranty with respect to such projections, forecasts and other forward-looking information. (iib) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller ▇▇▇▇▇▇▇, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Novacor LLC, the SubsidiariesTransferred Business or the Transferred Assets, and neither Seller ▇▇▇▇▇▇▇ nor any other person will be subject to any liability to Purchaser World Heart or Newco or any other person resulting from the distribution to PurchaserWorld Heart or Newco, or the use of, any such information. Purchaser Each of World Heart and Newco acknowledges that, should the Closing occur, Purchaser Newco will acquire the Subsidiaries' businesses Transferred Business 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 as are expressly set forth hereinherein and subject to the indemnification obligations set forth in Article VII of this Agreement. (iiic) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller ▇▇▇▇▇▇▇, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the Subsidiaries' real propertyproperty included in the Transferred Assets, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser Each of Parent and Merger Sub acknowledges that it has received from Seller the Company certain projections, forecasts and information relating to the SubsidiariesCompany. Purchaser Each of Parent and Merger Sub acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (bii) Purchaser each of Parent and Merger Sub is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (ciii) Purchaser neither Parent nor Merger Sub or any of their Affiliates shall not have any claim against Sellerthe Company, its affiliates the Stockholders or its any of their respective directors, officers, Affiliates, agents or representatives with respect thereto. Accordingly, neither Seller nor any other person without limiting the generality of Section 3.1(u), the Company makes any no representation or warranty with respect to such projections, forecasts and or information. (iib) Purchaser Parent acknowledges that, except as expressly set forth herein, without limiting the generality of Section 3.1(u), neither Seller the Company nor any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesCompany, and neither Seller the Company nor any other person Person will be subject to any liability to Purchaser Parent, Merger Sub or any other person Person resulting from the distribution to PurchaserParent or Merger Sub, or the use of, any such information. Purchaser Each of Parent and Merger Sub acknowledges that, should the Closing occur, Purchaser each of Parent and Merger Sub will acquire the Subsidiaries' businesses Company and its business, 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 as are expressly set forth herein. (iii) Purchaser acknowledges thatin this Agreement. Further, except as without limiting any representation, warranty or covenant of the Company expressly set forth herein, neither Seller nor each of Parent and Merger Sub acknowledges that it has waived and hereby waives as a condition to Closing any other person has made any representation further due diligence reviews, inspections or warrantyexaminations with respect to the Company, express or impliedincluding, as without limitation, with respect to (a) the physical condition or state of repair of any of the Subsidiaries' real propertyengineering, the improvements constituting a part thereof or the equipment environmental, title, survey, financial, operational, regulatory and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereoflegal compliance matters.

Certain Understandings. (ia) Purchaser has World Heart and Newco have received from Seller Edwards certain projections, forecasts ▇▇▇▇▇▇▇ts and other forward-looking information relating to the SubsidiariesNovacor LLC. Purchaser Each of World Heart and Newco acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser each of World Heart and Newco is familiar with such uncertainties and is are taking full responsibility for making its their own evaluation of the adequacy and accuracy of all projections, forecasts and other forward-looking information so furnished to it them and (ciii) Purchaser neither World Heart nor Newco shall not have any claim against Seller, its affiliates Edwards or its agents with respect theretoresp▇▇▇ ▇▇▇reto. Accordingly, neither Seller nor without derogation of any other person makes any of the representations and warranties of Edwards set forth herein, Edwa▇▇▇ ▇▇▇es no representation or warranty ▇▇ ▇▇▇ranty with respect to such projections, forecasts and other forward-looking information. (iib) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Edwards, nor any other person has made person, ▇▇▇ ▇▇▇e any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Novacor LLC, the SubsidiariesTransferred Business or the Transferred Assets, and neither Seller Edwards nor any other person will be w▇▇▇ ▇▇ subject to any liability to Purchaser World Heart or Newco or any other person resulting from the distribution to PurchaserWorld Heart or Newco, or the use of, any such information. Purchaser Each of World Heart and Newco acknowledges that, should the Closing occur, Purchaser Newco will acquire the Subsidiaries' businesses Transferred Business 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 as are expressly set forth hereinherein and subject to the indemnification obligations set forth in Article VII of this Agreement. (iiic) Purchaser Each of World Heart and Newco acknowledges that, except as expressly set forth herein, neither Seller Edwards, nor any other person has made person, ▇▇▇ ▇▇▇e any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the Subsidiaries' real propertyproperty included in the Transferred Assets, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser Each of Parent and Merger Sub acknowledges that it has received from Seller the Company certain projections, forecasts and information relating to the SubsidiariesCompany. Purchaser Each of Parent and Merger Sub acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such information, (bii) Purchaser each of Parent and Merger Sub is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (ciii) Purchaser neither Parent nor Merger Sub or any of their Affiliates shall not have any claim against Sellerthe Company, its affiliates the Stockholders or its any of their respective directors, officers, Affiliates, agents or representatives with respect thereto. Accordingly, neither Seller nor any other person without limiting the generality of SECTION 3.1(U), the Company makes any no representation or warranty with respect to such projections, forecasts and or information. (iib) Purchaser Parent acknowledges that, except as expressly set forth herein, without limiting the generality of SECTION 3.1(U), neither Seller the Company nor any other person Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesCompany, and neither Seller the Company nor any other person Person will be subject to any liability to Purchaser Parent, Merger Sub or any other person Person resulting from the distribution to PurchaserParent or Merger Sub, or the use of, any such information. Purchaser Each of Parent and Merger Sub acknowledges that, should the Closing occur, Purchaser each of Parent and Merger Sub will acquire the Subsidiaries' businesses Company and its business, 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 as are expressly set forth herein. (iii) Purchaser acknowledges thatin this Agreement. Further, except as without limiting any representation, warranty or covenant of the Company expressly set forth herein, neither Seller nor each of Parent and Merger Sub acknowledges that it has waived and hereby waives as a condition to Closing any other person has made any representation further due diligence reviews, inspections or warrantyexaminations with respect to the Company, express or impliedincluding, as without limitation, with respect to (a) the physical condition or state of repair of any of the Subsidiaries' real propertyengineering, the improvements constituting a part thereof or the equipment environmental, title, survey, financial, operational, regulatory and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereoflegal compliance matters.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, forecasts and projected financial information ("Projections") relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationProjections, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information Projections so furnished to it and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents any other Person with respect thereto. Accordingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts Projections except that the assumptions underlying such Projections were made in good faith and informationbelieved to be reasonable by Seller. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information Projections regarding the SubsidiariesAcquired Companies, and neither Seller nor any other person Person will be subject to any liability to Purchaser or any other person Person resulting from the distribution to Purchaser, or the use of, any such informationProjections except to the extent such Projections were not made in good faith or were not believed to be reasonable by Seller. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are expressly set forth hereinin this Agreement and in the certificate referenced in Section 6.1(c). (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person Person has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, forecasts and projected financial information ("Projections") relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationProjections, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information Projections so furnished to it and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents with respect thereto. Accordingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts and informationProjections. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information Projections regarding the SubsidiariesAcquired Companies, and other than as expressly set forth herein, neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such informationProjections. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are of Seller expressly set forth hereinin this Agreement, in the Escrow Agreement and in the certificate referenced in Section 6.1(c). (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Seller, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof.

Certain Understandings. Each of the parties is sophisticated and was advised by experienced counsel and, to the extent it deemed necessary, other advisors in connection with this Agreement. Each Buyer acknowledges that, solely as of the signing of this Agreement, it has performed a comprehensive due diligence investigation of the business and operations of the Company and has no actual knowledge of any misrepresentation or breach of a warranty of Seller herein (as contrasted with actual knowledge of a fact underlying a misrepresentation or breach). Buyer also acknowledges that pursuant to Section 5.l(a) hereof Buyer will have access to the properties, books and records of the Company so that Buyer may conduct any additional due diligence it deems necessary (other than with respect those items specified on Schedule 5.1(b) hereto). Each of the parties hereby acknowledges that (i) Purchaser no party has received from Seller certain projectionsrelied or will rely in respect of this Agreement or the transactions contemplated hereby upon any document or written or oral information previously furnished to or discovered by it or its representatives, forecasts other than this Agreement (including the Schedules hereto) and information relating to other documents delivered at the Subsidiaries. Purchaser acknowledges that Closing, (aii) there are uncertainties inherent no representations or warranties by or on behalf of any party hereto or any of its respective Affiliates or representatives other than those expressly set forth in attempting to make such projections and forecasts and this Agreement or in such informationdocuments delivered at the Closing, (b) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished to it and (ciii) Purchaser shall not have any claim against the parties' respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as set forth in this Agreement. Subject to the last sentence of Section 7.6, none of Seller, its affiliates or its agents with respect thereto. Accordinglythe Company, neither Seller nor any other person makes any representation Person will have or warranty with respect to such projections, forecasts and information. (ii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Subsidiaries, and neither Seller nor any other person will be subject to any liability to Purchaser Buyer or any other person Person resulting from the distribution to PurchaserBuyer, or the Buyer's use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Subsidiaries' businesses information not contained in an "as is" condition and on a "where is" basisthis Agreement (including, without limitation, any representation offering memorandum, brochure or other publication provided to Buyer, and any other document or information provided to Buyer in connection with the sale of the Securities). Notwithstanding anything contained herein to the contrary, neither the Company nor Seller makes any representation, warranty or covenant of any kindkind with respect to any projections, express estimates or implied, except such representations and warranties as are expressly set forth herein. (iii) Purchaser acknowledges thatbudgets heretofore delivered to or made available to Buyer, except as expressly set forth hereinin Sections 4.1(a), neither Seller nor 4.1(c), 4.1(j), 4.1(l) and 4.1(p) of this Agreement, of future revenues, expenses or expenditures, future results of operations (or any other person has made component thereof), future cash flows or future financial condition (or any representation or warranty, express or implied, as to (acomponent thereof) the physical condition or state of repair of any of the Subsidiaries' real property, the improvements constituting a part thereof Company or the equipment future business and fixtures appurtenant thereto, (b) operations of the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereofCompany.

Certain Understandings. (a) No Other Representations or Warranties; Disclaimer Regarding Estimates and Projections. (i) Purchaser Each of the parties hereto is sophisticated and was advised by experienced counsel and, to the extent deemed necessary by such party, other advisors in connection with this Agreement. Buyer acknowledges that it has performed a due diligence investigation of the Business and operations of the Business. (ii) Notwithstanding anything in this Agreement to the contrary, and except for the representations and warranties contained in Article III of this Agreement and in the other Transaction Documents to which Seller is a party, neither Seller, nor any of its agents, Affiliates, Representatives, nor any other Person, makes or shall be deemed to make any representation or warranty to Buyer or any other Person regarding the Conveyed Assets or the Business, express or implied, written or oral, at law or in equity, on behalf of Seller, including any representation or warranty as to the accuracy or completeness of any information regarding Seller, the Business, the Conveyed Assets, the Excluded Assets, the Assumed Liabilities, or the Excluded Liabilities furnished or made available to Buyer or any of its Representatives (including any information, documents, or material made available to Buyer or any of its Representatives in any virtual data room maintained by or on behalf of Seller, management presentations, or in any other form in expectation of the Transactions) or as to the future revenue, profitability, expenses or expenditures, future results of operations, future cash flows, or the future financial condition of the Business or the future business, operations, or affairs of the Business, or any representation or warranty arising from any law and Seller hereby disclaims any such representation or warranty whether by Seller, its Affiliates or any of their respective officers, directors, employees, agents or Representatives or any other Person, with respect to the Business or the execution and delivery of any of the Transaction Documents or the Transactions. Buyer hereby acknowledges and agrees that, except to the extent specifically set forth in this Agreement (including the Seller Disclosure Letter and the Exhibits hereto) and the other Transaction Documents, Buyer is purchasing the Conveyed Assets “AS IS, WHERE IS AND WITH ALL FAULTS AND NONCOMPLIANCE WITH LAWS” WITH NO WARRANTIES, INCLUDING, WITHOUT ▇▇▇▇▇▇▇▇.▇▇.▇▇▇▇▇▇▇▇ 33. LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Seller makes no representation or warranty regarding any assets other than the Conveyed Assets and any Liabilities other than the Assumed Liabilities, and none shall be implied at law or in equity. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall restrict or limit in any respect any claims for Fraud. (iii) None of Seller or its Affiliates or any other Person acting on behalf of any of them will have or be subject to any Liability to Buyer, or any other Person resulting from the distribution to Buyer, for Buyer’s use, of any information, and any information, document or material made available to Buyer, whether or not included in certain “data rooms,” (whether electronic or otherwise), management presentations or any other form in expectation of the transactions contemplated by this Agreement. In connection with Buyer’s investigation of the Business, Buyer has received from Seller certain projections, forecasts including projected statements of operating revenues and information relating to income from operations of the SubsidiariesBusiness, projected expenses for functions deemed essential for the stand-alone operation of the Business and certain business plan information. Purchaser Buyer acknowledges and agrees that (a) there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and in such informationplans, (b) Purchaser that Buyer is familiar with such uncertainties and that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projectionsestimates, projections and other forecasts and information plans so furnished to it it, including the reasonableness of the assumptions underlying such estimates, projections and (c) Purchaser shall not have any claim against Seller, its affiliates or its agents with respect theretoforecasts. Accordingly, neither Seller nor any other person makes any no representation or warranty with respect to such projectionsestimates, projections and other forecasts and informationplans, including the reasonableness of the assumption underlying such estimates, projections and forecasts. (iiiv) Purchaser Each of the parties hereto hereby acknowledges that, except that the parties’ respective rights and obligations with respect to this Agreement and the events giving rise thereto will be solely as expressly set forth herein, neither Seller nor any in this Agreement and the other person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Subsidiaries, and neither Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the Subsidiaries' businesses 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 as are expressly set forth hereinTransaction Documents. (iii) Purchaser acknowledges that, except as expressly set forth herein, neither Seller nor any other person has made any representation or warranty, express or implied, as to (a) the physical condition or state of repair of any of the Subsidiaries' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (b) the gross or net income derived therefrom, (c) the cost, book value or market value thereof, (d) the use or potential use thereof, or (e) any other matter effecting, or relating to, such property or the operation or management thereof.

Certain Understandings. (ia) Purchaser has received from Seller certain projections, projections and forecasts and information relating to the SubsidiariesAcquired Companies. Purchaser acknowledges that (ai) there are uncertainties inherent in attempting to make such projections and forecasts and in such informationforecasts, (bii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, projections and forecasts and information so furnished to it them and (ciii) Purchaser shall not have any claim against Seller, its affiliates Seller or its agents with respect thereto. AccordinglyAccord ingly, neither Seller nor any other person makes any no representation or warranty with respect to such projections, forecasts projections and informationforecasts. (iib) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Prandium, Seller, nor any other person person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the SubsidiariesAcquired Companies, and and, except as set forth herein, neither Prandium, Seller nor any other person will be subject to any liability to Purchaser or any other person resulting from the distribution to Purchaser, or the use of, any such information. Purchaser acknowledges that, should the Closing occur, Purchaser will acquire the SubsidiariesAcquired Companies' businesses business 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 as are expressly set forth hereinherein or in any certificate delivered pursuant hereto. (iiic) Purchaser acknowledges that, except as expressly set forth herein, neither Seller Prandium, Seller, nor any other person person, has made any representation or warranty, express or implied, as to (ai) the physical condition or state of repair of any of the SubsidiariesAcquired Companies' real property, the improvements constituting a part thereof or the equipment and fixtures appurtenant thereto, (bii) the gross or net income derived therefrom, (ciii) the cost, book value or market value thereof, (div) the use or potential use thereof, or (ev) any other matter effectingaffecting, or relating to, such property or the operation or management thereof. (d) Purchaser acknowledges that the restaurants listed on Schedule 4.14(d) shall be the responsibility of Purchaser after Closing (it being understood that Seller and Prandium shall remain liable with respect to any breach of the representations and warranties made by Prandium and Seller herein or pursuant hereto insofar as such breaches relate to the restaurants listed on Schedule 4.14(d) for periods prior to the Closing in accordance with the indemnification provisions set forth in Article VI).