Acknowledgement by Buyer. Except for the representations and warranties contained in Article IV (including the related portions of the Seller Disclosure Schedules) or the Ancillary Agreements, Buyer acknowledges that no Seller nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Sellers, including any representation or warranty as to the accuracy or completeness of any information regarding the Business and the Transferred Assets furnished or made available to Buyer and its Representatives any information, documents or material delivered to Buyer or made available to Buyer, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. Buyer, on behalf of itself and each of its Affiliates and its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, acknowledges and agrees that (i) none of Buyer, any of its Affiliates and any of its and their respective directors, officers, employees, stockholders, partners, members and other Representatives, has relied on or is relying on any representation, warranty or statement of any kind by Sellers, or any of their respective Affiliates, agents or other Representatives, or any other Person, beyond those expressly given by in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the Transferred Assets, and (ii) each Seller and each of its Affiliates, agents and other Representatives have specifically disclaimed and do hereby specifically disclaim any such representations or warranties made by any Person, beyond those expressly given in Article IV. Buyer understands and agrees that the Transferred Assets are furnished “as is”, “where is” and, subject only to the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.
Acknowledgement by Buyer. Buyer acknowledges and agrees that it (i) has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the Business, assets, condition, operations and prospects of the Company, and (ii) has been furnished with or given full access to such information about the Company and its businesses and operations as it has requested. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of the Company set forth in this Agreement, and Buyer acknowledges that, other than as set forth in this Agreement, none of the Company nor any of its directors, officers, employees, Affiliates, stockholders, agents or Representatives makes or has made any representation or warranty, either express or implied, (A) as to the accuracy or completeness of any of the information provided or made available to Buyer or any of its agents, Representatives, lenders or Affiliates prior to the execution of this Agreement and (B) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company heretofore delivered to or made available to Buyer or any of its respective agents, Representatives, lenders or Affiliates.
Acknowledgement by Buyer. Buyer hereby acknowledges and agrees that it has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology and prospects of the Seller and the Company, which investigation, review and analysis was conducted by Buyer to the extent Buyer deemed appropriate, by its representatives. Buyer has had the opportunity to review the public filings with the Securities and Exchange Commission relating to Seller and the Company and all documents delivered therewith (the “SEC Filings”). In entering into this Agreement, Buyer hereby acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinion of Seller or any persons affiliated with Seller, with respect to matters and operations of Seller and the Company and Buyer acknowledges and agrees, to the fullest extent permitted by law, that:
Acknowledgement by Buyer. Buyer acknowledges and agrees that it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the Company and the prospects of the Transferred Business. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer:
Acknowledgement by Buyer. Buyer acknowledges and agrees that it has conducted its own independent review and analysis of the Laboratory Business, including the Assets to be acquired. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis and the representations and warranties of Seller set forth in this Agreement and in the other Transaction Documents.
Acknowledgement by Buyer. Buyer hereby acknowledges that Buyer has only purchased a material copy of the Album, and Buyer has no other rights, except as expressly granted herein.
Acknowledgement by Buyer. Buyer acknowledges that none of Seller, Bxxxx Shoe, the Company or their respective Affiliates, officers, directors, employees, agents or representatives (collectively, the “Company Parties”) are making any representations or warranties other than those set forth in Article 2, whether or not any such representations or warranties were made in writing or orally. Buyer acknowledges that no Company Party has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Company or the transactions contemplated hereby except for the representations and warranties of Seller set forth in Article 2, and, except in the case of fraud, Buyer has not relied on any other representation, warranty or statement other than the representations and warranties set forth in Article 2.
Acknowledgement by Buyer. Each of Riata and Buyer acknowledges and agrees that: (a) it has conducted its own independent review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries; and (b) it is not relying on any statement or representation made by or on behalf of the Seller Parties except as set forth in this Agreement.
Acknowledgement by Buyer. (a) Buyer has conducted its own independent review and analysis of the Company, its business and the assets, Liabilities, results of operations and financial condition of the Company, and acknowledges that Buyer has been provided access to the personnel, properties, premises and records of the Company for such purpose and that Buyer and its Representatives have been provided with the opportunity to ask questions of the officers and management employees of the Company and to acquire such additional information about the business and the assets, Liabilities, results of operations and financial condition of the Company as Buyer and its Representatives have requested. Buyer is an informed and sophisticated participant in the Transactions and has undertaken such investigation, and has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of this Agreement and the other agreements related hereto and the consummation of the Transactions.
Acknowledgement by Buyer. (a) Buyer is not relying nor has it 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 2, including the Company Disclosure Schedule. Such representations and warranties by the Company constitute the sole and exclusive representations and warranties of the Company in connection with the Transactions and Buyer understands, acknowledges and agrees that all other representations and warranties of any kind or nature whether express, implied or statutory are specifically disclaimed by the Company.
